Abstract

http://ssrn.com/abstract=2156488
 


 



Journeys in Revlon-Land with a Conflicted Financial Advisor: Del Monte and El Paso


Robert T. Miller


University of Iowa College of Law; Classical Liberal Institute, New York University School of Law

October 1, 2012

U Iowa Legal Studies Research Paper No. 12-24

Abstract:     
Two recent cases in the Delaware Court of Chancery, In re Del Monte Foods Co. Shareholders Litigation and In re El Paso Corp. Shareholders Litigation, concern potential breaches of target directors’ Revlon duties when the company’s financial advisor has a conflict of interest related to the potential transaction. This article analyzes these cases with a view to exploring two main issues: (a) how breaches of the financial advisor’s duty of loyalty as an agent can support a claim that directors have breached their Revlon duties even if their reliance on the agent was entirely innocent, and (b) how, under Revlon, the directors’ fully-informed decision to engage or retain a financial advisor with a fully-disclosed conflict of interest should relate to subsequent decisions that the board may make relying on advice from such an advisor.

Number of Pages in PDF File: 19

Keywords: Financial Advisor, Investment Banker, Conflict of Interest, Revlon, Del Monte, El Paso

JEL Classification: K22

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Date posted: October 3, 2012 ; Last revised: October 11, 2012

Suggested Citation

Miller, Robert T., Journeys in Revlon-Land with a Conflicted Financial Advisor: Del Monte and El Paso (October 1, 2012). U Iowa Legal Studies Research Paper No. 12-24. Available at SSRN: http://ssrn.com/abstract=2156488 or http://dx.doi.org/10.2139/ssrn.2156488

Contact Information

Robert T. Miller (Contact Author)
University of Iowa College of Law ( email )
Melrose and Byington
Iowa City, IA 52242
United States
(319) 335-9034 (Phone)
HOME PAGE: http://lawredhat.law.uiowa.edu/faculty/robert-miller
Classical Liberal Institute, New York University School of Law ( email )
40 Washington Square South
New York, NY 10012-1099
United States
(212) 998-6425 (Phone)
HOME PAGE: http://www.classicalliberalinstitute.org/
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