Spring 2016

Revlon in Review (Abridged)

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Revlon in Review (Abridged)

In March 1986, the Supreme Court of Delaware issued its landmark opinion in Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986), enunciating the duty of directors of a Delaware corporation to seek the highest price for the corporation’s stockholders when the corporation is for sale or when a break-up has become inevitable. In perhaps the most quoted statement in the decision, the court held that, in these circumstances, “[t]he directors’ role changed from defenders of the corporate bastion to auctioneers charged with getting the best price for the stockholders at a sale of the company.”


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