Revlon Duties
The heightened fiduciary standard imposed on a target board by the 1986 Delaware Supreme Court decision Revlon v. MacAndrews & Forbes. Once a board has resolved to sell control of the company, its duty shifts from broad business-judgment latitude to a narrow price-maximization standard: the board must seek the BEST price reasonably available, not the best long-term outcome under broad business judgment. Revlon applies to all-cash deals and any change-of-control transaction; it does not require an auction but does require a process the board can defend in court as reasonable for the situation.
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Ambiguity Aversion · Anchored Assumption · Asset Beta · Bank ROE Spread · Banker Pitch Deck · Beta
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