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Revlon Duties Not Triggered in All Sales

By Francis G. X. Pileggi, Esq.

Prof. Stephen Bainbridge supplements here his post of yesterday (here) in which he provides a short treatise on the Delaware Supreme Court's decision in Revlon, and its progeny. A tasty morsel from his most recent analysis, referring to the recent Ryan decision by  Vice Chancellor Noble, is excerpted below:

In my opinion, however, if Noble means to say that every sale of a corporation triggers “Revlon duties” in the sense that enhanced scrutiny applies to the board’s conduct of every sale, I believe he is wrong both as a matter of policy and doctrine. I discussed the policy reasons why I think that’s an error in the earlier post, The Borders of Revlon-land, so here let me focus on doctrine.

POSTSCRIPT: Prof. Steven Davidoff here discusses a potential application of Revlon and related corporate law concepts to the very recent "takeover" of AIG by the federal government.

Full post as published by Delaware Corporate and Commercial Litigation Blog on September 18, 2008 (boomark / email).