The Still-Dwindled Revlon
71 WASH. & LEE L. REV. ONLINE 150 (2014)
11 Pages Posted: 5 Nov 2014
Date Written: November 5, 2014
Abstract
This is a brief Response to Professor Mohsen Manesh’s extensive response to our original article, The Dwindling of Revlon. Our thesis is that today the iconic Revlon doctrine is, remedially, quite substantially diminished. Although Professor Manesh sets out to establish what he calls “the limits of Johnson’s and Ricca’s thesis,” we here maintain, as before, that there is little remedial clout to Revlon unless directors or others very significantly misbehave. We believe Professor Manesh’s various points serve only to underscore how unlikely it is that Revlon will be the basis for judicial sanctions. We also briefly criticize Delaware’s continuing use of the standard of conduct/standard of review construct in the fiduciary duty area. This rubric is unhelpful generally and strikingly so in the Revlon setting, as we note.
Keywords: Corporate Law, Corporate Governance, Corporate Takeovers, Mergers and Acquisitions, Securities Regulation
JEL Classification: K10, K20, K22, K29
Suggested Citation: Suggested Citation