Revlon Standard

News & Analysis as of

Have Your Directors Met Their Revlon Duties? Delaware Court Dismisses Strike-Suit Allegations as Merely Cosmetic

In a virtual course on how to bring—or not bring—an M&A strike suit, on June 30, a Delaware Chancery Court dismissed all shareholder claims against a merger target and its acquirer, ending nearly two years of litigation. ...more

Houseman v. Sagerman, C.A. No. 8897-VCG (Del. Ch. Apr. 16, 2014) (Glasscock, V.C.)

In this opinion, the Court of Chancery held that the plaintiffs failed to adequately plead that the board failed to satisfy its Revlon duties in good faith and to negotiate consideration for alleged derivative claims that...more

New York Court Holds That Revlon Standards Are Not Triggered In A Stock-for-Stock Merger Where No Change of Control Results

The recent decision in Badowski v. Corrao, No. 652986/2011, NYLJ 1202642854864 (Sup. Ct. N.Y. County, Commercial Division), is a timely application by a New York court of the limitations of so-called Revlon duties to...more

Delaware Chancery Court Offers New Guidance for Boards Considering Single-Bidder Sale Processes

What you need to know: The Delaware Court of Chancery has put companies on notice that sale processes that involve a single bidder, while permissible, must be designed to ensure that the board satisfies its Revlon duty...more

In re BJ’s Wholesale Club, Inc. S’holders Litig., C.A. No. 6623-VCN (Del. Ch. Jan. 31, 2013) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery granted defendants’ motion to dismiss with respect to plaintiffs’ breach of fiduciary duty and aiding and abetting claims relating to a going private transaction. The Court’s...more

"Don't Ask, Don't Waive" Standstill Provisions: Impermissible Limitation on Director Fiduciary Obligations or Legitimate,...

Under Revlon and its progeny, directors of Delaware corporations have a duty to take reasonable steps to ensure that stockholders receive the highest price reasonably available in a sale of the company. One way that target...more

Delaware Court Provides Further Guidance on Enforceability of “Don’t Ask, Don’t Waive” Standstills

On November 27, 2012, a bench ruling by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery in In re Complete Genomics, Inc. Shareholder Litigation enjoined the enforcement of a “Don’t Ask, Don’t Waive”...more

Benefit Corporations: A New Way Forward?

Originally published in Bar Briefs by the Louisville Bar Association on January 2, 2013. Are you a civic-minded entrepreneur looking to turn a profit and make a social difference at the same time? Are you a consumer who...more

Delaware Chancery Court Dismisses Merger Litigation Suit

The Delaware Court of Chancery recently ruled that a company's board of directors is vested with discretion to choose between competing buyout offers — even if the ultimate choice is favorable to the personal interests of the...more

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