Monthly Archives: August 2025

Two recent Court of Chancery decisions—Roofers v. Fidelity (May 2025)[1] and Wei v. Levinson (“Zoox”) (June 2025)[2]— highlight the far easier route to business judgment review of conflicted transactions that is available under the new safe harbors established by the 2025 amendments to the Delaware General Corporation Law (the “Amendments”)[3] as compared to the prerequisites for business judgment review of such transactions that has been available under MFW.

In both of these cases, the Amendments were not applicable because the litigation was already pending on February 17, 2025. And in both cases, the transactions as issue—as is not uncommon for conflicted transactions—were not structured to comply with MFW. Therefore, the court applied the entire fairness standard of review—which requires that both the process and the price were fair to the minority (or disinterested) stockholders. In Roofers, the court dismissed the case at the pleading stage, holding that although the process may have been flawed, the price appeared to be fair. In Zoox, by contrast, the court rejected dismissal of the case at the pleading stage, holding that the allegations that a majority of the board that approved the transaction was conflicted was itself sufficient to indicate that both the process and the price may have been unfair—even though the transaction at issue appeared to provide more value to the stockholders than any other transaction proposed to the board.

The decisions highlight the unpredictability of results when entire fairness is applied. Notably, if the Amendments had been applicable, the transactions in both cases readily could have come within the safe harbors—and both cases would have been dismissed at the pleading stage, without regard to fairness of the process or the price.

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