Diminishing Significance Of The Revlon Doctrine

Law360, New York (March 21, 2016, 10:41 AM EDT) -- Thirty years ago, the Delaware Supreme Court issued its landmark decision in Revlon Inc. v. MacAndrews & Forbes Holdings Inc.,[1] in which the court famously directed that in certain "sale or change of control transactions," the fiduciary obligation of a target company's board of directors is simply to "get[] the best price for the stockholders." Since this seminal decision, there has been much written about the ongoing significance (or lack thereof) of the Revlon doctrine. This article posits that, a few notable exceptions aside, Revlon's protections afforded to stockholders have been dramatically reduced by recent Delaware decisions that have: (1) provided greater judicial deference to decisions made by boards of directors in sale or change-of-control transactions; (2) created an almost insurmountable burden for stockholders to demonstrate bad-faith conduct on the part of directors; and (3) curtailed the likelihood of equitable or monetary remedies against directors....

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