Old IAC was a Delaware internet and media company. In 1999, Old IAC, through one of its subsidiaries, acquired the Match.com business, a market leader in online dating products in the United States and Europe. In 2009, Old IAC incorporated in Delaware a new subsidiary, Old Match, to hold the Match.com business and the other dating platforms held by Old IAC. Old Match offered shares to the public through an initial public offering (IPO) of its common stock. At the time of the reverse spinoff, Old IAC held 98.2% of Old Match's voting power through ownership of 24.9% of Old Match's common stock, and all of Old Match's Class B high-vote common stock. Old IAC announced in a letter to its stockholders that it was considering separating from Old Match. Diller (D), Chairman, Senior Executive, and large stockholder of Old IAC - told Old IAC's board that he would support a reverse spinoff of Old IAC from Old Match's businesses. The Old IAC board conveyed to Old Match that any transaction would be conditioned from the start upon both the recommendation of an Old Match board special committee and the approval of the holders of a majority of the shares held by Old Match's unaffiliated stockholders. The Old Match board empowered the Separation Committee to retain its own financial and legal advisors, 'oversee and consider' potential separation transactions with Old IAC, and in its 'sole discretion' to direct, negotiate, and approve or disapprove any separation transaction. The Separation Committee retained Debevoise & Plimpton LLP as its counsel and selected Goldman Sachs & Co. LLC as its financial adviser. The proposal created two separate public companies and eliminated Old Match's dual-class capital structure. All Old Match and Old IAC stockholders would receive stock in New Match with a voting power of one vote per share. New Match would retain and guarantee debt in the form of around $1.7 billion worth of exchangeable notes issued by certain financing subsidiaries of Old IAC. Old Match would issue a $2 billion dividend to its stockholders before the Separation, which would be financed with $1.8 billion of new debt. Old Match's majority stockholder, would receive most of the dividend proceeds. The proposal conditioned closing on approval by a majority of the shares held by disinterested Old Match stockholders. The preliminary agreement differed from the initial proposal by reducing the Old Match dividend to $850 million and allocating an additional 2% of the equity in New Match to the Old Match stockholders. The Separation Committee recommended that the Old Match board approve the Separation. The parties entered into the agreements to carry out the Separation. At their respective special meetings, the stockholders of Old IAC and Old Match voted in favor of the Separation. New IAC was spun off from Old IAC. Old Match was merged into a subsidiary held by Old IAC and therefore ceased to exist as a legal entity. Old IAC was renamed to Match Group, Inc., and reclassified into a corporation with one class of common stock, thereby becoming New Match. Old IAC stockholders received shares in both New IAC and New Match. Old Match minority stockholders received shares in New Match. The New Match minority stockholders now owned common stock in a widely held and highly leveraged corporation, subject to short-term restrictive governance provisions. The New Match minority stockholders also gained an additional 2% of the Match business. IAC stockholders received most of the interest in New Match, as well as shares in a cash-rich corporation with little to no debt, New IAC. Former Old Match stockholders (Ps) challenged the Separation in the Court of Chancery. Ps alleged that the Separation was a conflicted transaction in which Old IAC, as Old Match's controlling stockholder, stood on both sides of the transaction. Ps claimed that Old IAC obtained significant non-ratable benefits in the Separation to the detriment of Match and its minority stockholders. They argued that the Separation Committee was conflicted and that the proxy disclosures misled the Old Match minority stockholders. Ps alleged direct and class breach of fiduciary duty claims against Old IAC as Old Match's controlling stockholder, and Diller (D) as Old IAC's alleged controlling stockholder. Ps alleged that an unfair process yielded an unfair price to the detriment of Old Match's minority stockholders. Ps claimed that the Separation left Old Match's minority with a 'slightly larger piece of a much less substantial pie.' The Court of Chancery granted Ds' motion to dismiss the complaint. The Court of Chancery held that Ds satisfied MFW's requirements which led to business judgment review. It held that because the Separation conditioned the transaction on the approvals of a fully empowered, well-functioning special committee of independent directors and the uncoerced, fully-informed vote of the minority stockholders the business judgment rule applied and not entire fairness. The court found that the Separation Committee was independent under MFW's requirements. The court then held that the minority stockholder vote was fully informed. The court applied the business judgment standard of review and dismissed the case. Ps appealed. Ps argue that the policy rationale underlying the MFW framework - replicating arm's length bargaining by removing the influence of the controlling stockholder - requires that every director on the committee be independent.