Corporate Governance
Advanced
Revlon Duties
Enhanced fiduciary obligations that arise in sale-of-control settings and require directors to focus on obtaining the best value reasonably available for shareholders.
Why It Matters
Revlon duties connect fiduciary law to auction design, deal protection, conflicts of interest, competing bids, and the institutional role of courts in reviewing sale processes.
Selected Literature
A short list of directly relevant archive entries.
1981
Intermediate
1984
Advanced
2017
Intermediate
2017
Advanced
Related Cases
1994
Corporate Law
Paramount Communications Inc. v. QVC Network Inc.
637 A.2d 34 (Del. 1994)
Revlon duties, sale of control, and board conduct when a transaction shifts control from dispersed shareholders to a controlling block.
1986
Corporate Law
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.
506 A.2d 173 (Del. 1986)
Director duties when sale or break-up of the company becomes inevitable.
1989
Corporate Law
Paramount Communications Inc. v. Time Inc.
571 A.2d 1140 (Del. 1989)
Board defensive action, long-term corporate strategy, and the boundary of Revlon duties.
1985
Corporate Law
Unocal Corp. v. Mesa Petroleum Co.
493 A.2d 946 (Del. 1985)
Judicial review of defensive tactics adopted in response to a hostile takeover bid.