On May 20, 2011, Delaware Vice Chancellor Parsons issued an opinion in In re Smurfit-Stone Container Corp. Shareholder Litigation addressing important questions under Delaware takeover law: namely, (i) whether an acquisition transaction where the merger consideration consists of roughly 50% cash and 50% acquiror common stock triggers the duties identified in Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173, 179 (Del. 1986) and is subjected to heightened scrutiny under Revlon and (ii) under circumstances in which Revlon is applied, may the target company's board deal exclusively with the acquiror without undertaking an auction or other market check. King & Spalding represented the acquiring entity, Rock- Tenn Company, in connection with both the transaction and the litigation that led to the Chancery Court’s ruling.