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: Delaware Corporate and Commercial Litigation BlogThe Borders of Revlon Duties
By Francis Pileggi
In re Synthes, Inc. S?holder Litig., C.A. No. 6452-CC (Del. Ch. Aug. 17, 2012). This recent opinion by Chancellor Leo Strine, Jr. from the Court of Chancery includes a discussion of the contours of fiduciary duties that were announced many years ago in the Delaware Supreme Court’s Revlon decision. Professor Stephen Bainbridge has already provided scholarly commentary in a piece he has entitled: Strine on the Borders of Revlon-land.
The good professor’s latest scholarship on the topic of duties under Revlon begins as follows (but deserves to read in full):
My article The Geography of Revlon-Land (forthcoming 81 Fordham L Rev ___ (2013)), explains that when a target board of directors enters Revlon-land, the board?s role changes from that of ?defenders of the corporate bastion to auctioneers charged with getting the best price for the stockholders at a sale of the company.?
A critical question then is to identify the check points at which target boards cross the border into Revlon-land. My article argues that a number of Chancery Court decisions in the last decade have erred by holding that certain cases fall within the borders of Revlon-land even though both binding Delaware Supreme Court precedents and sound policy argue that those cases do not do so.
He concludes that this most recent decision in the Synthes case, however, gets it right.
Full post as published by Delaware Corporate and Commercial Litigation Blog on August 20, 2012 (boomark / email).
Does Every Sale of the Corporation Put us in Revlon-Land
In a comment to my post, The Borders of Revlon-land, Clint Krislov asks: let me pose you a question we raised in Lyondell. ... why is it that defendants persist in arguing that no revlon duties are implicated when the bid is not solicited by the board...
When Revlon duties apply
Whenever I teach Revlon, I'll admit there is a tension. On the one hand, it's very tempting to simply say that when we're in Revlon-land, boards are required to turn into "auctioneers" and take the highest price they can get...
Triggering Revlon Duties with Convertible Debt
One of the most common search terms to find this site in the past week or so has been "What triggers Revlon duties?" Now, this has little to do with the business cycle and much more to do with the...
The Geography of Revlonland
Is there such a place as Revlonland? We can break that down into two key questions: Are there unique Revlon “duties” separate and distinct from those imposed by Unocal? Put another way, is the Revlon standard of review any different than that applicable under Unocal?If so, when do those duties trigger? In Ryan v...
The Geography of Revlon-Land
Editor?s Note: The following post comes to us from Stephen M. Bainbridge, Professor of Law at the UCLA School of Law. Professor Bainbridge blogs on corporate law and other topics at ProfessorBainbridge...
Delaware Supreme Court Clarifies When Revlon Duties Apply
(Editor’s Note: An earlier post on this Forum on Lyondell Chemical Co. v. Ryan is available here. The current post provides a more detailed discussion of the Supreme Court’s analysis of when a board’s Revlon duties apply...
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