By Gail Weinstein, Robert Schwenkel, Steven Epstein and Brian Mangino ( August 27, 2018, 2:19 PM EDT) -- MFW provides for judicial review of a merger between a controller and the controlled company under the deferential business judgment rule standard (rather than "entire fairness") if, among other things, "from the outset of negotiations" (the so-called "ab initio requirement"), the controller conditioned the transaction on approval by both an independent special committee and a majority of the minority stockholders. A July 20 decision in Olenik v. Lodzinski is notable for providing a substantial discussion of the difference between "negotiations" and "preliminary discussions" for purposes of determining whether this requirement has been met. The factual context involved an all-stock merger between two companies (one of them, a financially troubled company) that had a common purported controller, a lead negotiator for the acquiring company who was the CEO and had a financial interest in the controller, and an equity split that provided the acquiring company with a smaller equity interest in the resulting entity than was supported by the contribution analysis prepared by the special committee's banker....