Nearing 30, Is Revlon Showing Its Age?

44 Pages Posted: 10 Oct 2014

See all articles by Mohsen Manesh

Mohsen Manesh

University of Oregon School of Law

Date Written: October 8, 2014

Abstract

Nearly thirty years ago, in Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., the Delaware Supreme Court famously dictated that in certain transactions involving a “sale or change in control,” the fiduciary obligation of a corporation’s board of directors is simply to “get[] the best price for the stockholders.” Applying a novel remedial perspective to this iconic doctrine, in The Dwindling of Revlon, Professor Lyman Johnson and Robert Ricca argue that Revlon is today of diminishing significance. In the three decades since, the coauthors observe, corporate law has evolved around Revlon, dramatically limiting the remedial clout of the doctrine. In this Essay, I show how two recent Delaware Chancery Court decisions — Chen v. Howard-Andersen and In re Rural Metro — underscore the expansive reach of Revlon and, therefore, the limits of Johnson and Ricca’s thesis. Instead, I suggest the dwindling of Revlon, if it is indeed dwindling, may be best observed from what is happening outside the pressed edges of corporate law, where other competing bodies of business law have emerged rejecting Revlon’s fiduciary mandate.

Keywords: corporate law, fiduciary duties, Delaware, mergers and acquisitions, M&A, Revlon, Revlon duties, chancery court, Lyman Johnson, Robert Ricca

JEL Classification: G34

Suggested Citation

Manesh, Mohsen, Nearing 30, Is Revlon Showing Its Age? (October 8, 2014). Washington and Lee Law Review Online, Vol. 71, No. 2, 2014, Available at SSRN: https://ssrn.com/abstract=2507471

Mohsen Manesh (Contact Author)

University of Oregon School of Law ( email )

70 NW Couch Street
Portland, OR OR 97209
United States
5034123749 (Phone)

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