The court held that MFW did not apply for four reasons. First, the court held that Dell did not establish the twin- MFW conditions at the outset. The court explained that Dell deprived the special committee of the ability to "say no" because the special committee's mandate excluded the exercise of the Conversion Right from the definition of a potential Class V transaction. In addition, the court found that MFW did not apply at the outset because the complaint alleged that Dell bypassed the special committee by negotiating directly with certain large Class V stockholders to extract a price increase. Second, the court held that, by allegedly threatening the exercise of the Conversion Right, Dell engaged in coercive conduct that both undermined the special committee's ability to bargain effectively and stockholders' ability to vote down the transaction. Third, the court held that the complaint adequately alleged that the special committee was not independent.