Pre-Signing Auction Not Necessarily Required

Law360, New York (June 14, 2012, 2:26 PM EDT) -- Revlon duties require directors of Delaware companies to seek the highest value reasonably available to shareholders in connection with a sale of control. The Chancery Court’s opinion in In re Smurfit-Stone Container Corp. Shareholder Litigation (C.A. No. 6164-VCP (Del. Ch. May 20, 2011)) confirms that the board of directors of a Delaware target has no specific duty to conduct a pre-signing market check in a transaction subject to Revlon duties so long as the board has a sufficient amount of reasonable evidence to conclude that the...
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