IN RE M & F WORLDWIDE CORP.

Civ. A. No. 18502.

799 A.2d 1164 (2002)

In re M & F WORLDWIDE CORP. SHAREHOLDERS LITIGATION.

Court of Chancery of Delaware, New Castle County.

Decided: May 13, 2002.


Attorney(s) appearing for the Case

Norman M. Monhait, of Rosenthal, Monhait, Gross & Goddess, Wilmington, Delaware; John F. Harnes and Gregory E. Keller, of Harnes Keller, New York City; Garwin Bronzaft Gerstein, New York City, Wechsler Harwood Halebian & Feffer, New York City, the Brualdi Law Firm, New York, City, of counsel, for Participating Plaintiffs, of counsel.

Thomas J. Allingham II, Randolph K. Herndon, and Douglas E. McCann, of Skadden, Arps, Slate, Meagher & Flom, Wilmington, Delaware; Robert E. Zimet, Susan L. Saltzstein and Sharon Garb, of Skadden, Arps, Slate, Meagher & Flom, New York City, of counsel, for Defendants Ronald Perelman, Howard Gittis, Mafco Holdings Inc. and Mafco Consolidated Group, Inc.

Jon E. Abramczyk, of Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware; Morvillo, Abramowitz, Grand, Iason & Silberberg, New York City, of counsel, for Defendants Jaymie Durnan, Theo Folz, J. Eric Hanson, Bruce Slovin, Stephen Taub, and M & F Worldwide Corp.

David L. Finger, of David L. Finger, P.A., Wilmington, Delaware; Paul J. Dobrowski, of Dobrowski & Associates, Houston, TX; William C. Rand, of Law Office of William Coudert Rand, New York City, of counsel, for Defendants Furtherfield Partners, L.P., Robotti & Company, Inc., and Ravenswood Investment Company, L.P.

Thad J. Bracegirdle, of Richards, Layton & Finger, Wilmington, Delaware; Kramer Levin Naftalis & Frankel, New York City, of counsel, for Defendants Paul M. Meister, Edward G. Hookstratten, and Lance Liebman.


OPINION

STRINE, Vice Chancellor.

The present motion comes before me as a result of a proposed settlement in this case, which involves a challenge to the purchase of defendant Mafco Holdings, Inc.'s ("MAFCO") 83% stake in Panavision, Inc. by M & F Worldwide Corp. ("MFW"). MAFCO is owned by defendant Ronald O. Perelman, who through MAFCO also owned 35% of MFW before the Panavision transaction. The central allegation of the plaintiffs' case is that the...

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