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13 Jun, 2007 11:43 am
... . See my Unocal at 20. Second, the Delaware Supreme Court appears to have settled on three triggers for invoking the Revlon variant of
Unocal: The directors of a corporation "have the obligation of acting reasonably to seek the transaction offering the best value reasonably available ... . [FN: Van Gorkom, however, was
decided before the duty to auction control emerged in Revlon, Inc. v. MacAndrews & Forbes
Holdings, Inc., 506 A.2d 173 (Del. 1986). Subsequent Delaware decisions suggest that the ...
23 Oct 3:10 pm
... , Nos. 3621-VCN, 3835-VCN and Greene v. New York Mercantile Exchange, Inc., et al., No. 3835-VCN (Del. Ch. Sept. 30, 2009), read opinion
... ? The parties disputed whether this case should be evaluated under Revlon, Inc. v. MacAndrews
& Forbes Holdings, Inc., as involving a fundamental change of corporate control or whether it should be evaluated under the business
judgment rule. While "Revlon scrutiny applies only to transactions 'in which a fundamental change of corporate control occurs or is ...
19 Jun, 2007 6:10 pm
... sued to enjoin the transaction. The plaintiffs alleged that the sale process was critically flawed, arguing that the Netsmart directors breached their Revlon duties. In Revlon, Inc. v. MacAndrews & Forbes Holdings,
Inc., 506 A.2d ... buyer would not be as likely as a private equity firm to retain the same management. Finally, in addition to their
Revlon claims, the shareholders also argued that the proxy statement distributed in advance of the shareholder agreement was deficient for
failing to ...
12 Nov 4:32 pm
... and shareholders may bring direct claims for breach of those fiduciary duties. Facts: In 2006 and 2007, Laureate Education, Inc., a
publicly-held Maryland corporation, underwent a private acquisition process whereby several directors ("Board Respondents") and private ... than solely "managing the business and
affairs of the corporation." The Court cited the pivotal Delaware case Revlon, Inc. v. MacAndrews
& Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986) numerous times in support of its holding ...
3 May, 2007 8:43 am
... decided Mills Acquisition Co. v. Macmillan, Inc. (May 3, 1989), stating: Clearly not every offer or transaction affecting the corporate
structure invokes the Revlon duties. A refusal to entertain offers may ... public interests. Nevertheless, the Macmillan Court implied that "a
subjective disinclination to sell the company will not prevent [the Revlon] duty from arising where an extraordinary transaction including, at
a minimum, a change in corporate control is involved." Paramount Communications ...
26 Mar 1:20 pm
... sold the company and the deal protection provisions in the merger agreement. In particular, whether under Revlon v. MacAndrews & Forbes
Holdings, Inc. (506 A. 2d 173, 182 (Del. 1986)), the directors failed to obtain the best ... by conducting an auction, a market check or
demonstrating "an impeccable knowledge of the market." The Court of Chancery concluded that because the Revlon sale process must follow one of
the these courses of conduct identified above and that the Lyondell directors had ...
13 Apr, 2007 11:36 am
... awhile. Vice-Chancellor Strine first articulated the difference in In re Toys 'R' Us, Inc. Shareholder Litigation (2005), and he took his
cues in that case from Revlon itself and from QVC, both Delaware Supreme Court opinions. The interesting part of the contrast between
rationality and reasonableness is not what it says about the Revlon standard, but what it says about the business judgment rule. Outside of
opinions by Vice-Chancellor Strine, it's hard to find ...
29 Jun 12:54 pm
... with a motion to enjoin certain provisions of a merger agreement between Data Domain and NetApp, Inc. The plaintiff alleged that the merger
agreement contained "deal protection mechanisms" such as a "no solicitation clause" and a ... ) costs of an expedited preliminary injunction hearing." In this case, the plaintiffs have
alleged that the directors violated their Revlon duties by not maximizing the sale price of the enterprise. This duty is triggered based on the
allegations that the deal results ...
6 Apr, 2007 10:27 am
... " is part of DaimlerChrysler AG, a German corporation. So "American corporate law" (Delaware?) doesn't apply to this decision. Even if "American corporate law" applied, this would
not be a Revlon case. This is a spinoff of a division of DaimlerChrysler, not a sale of the company. Spinoffs don't trigger Revlon duties. Cf. In re Toys ""R'' Us, Inc. Shareholder Litigation, 877 A.2d 975 (Del.Ch. 2005).
14 Mar, 2007 12:56 pm
In re Netsmart Technologies, Inc., C.A. No. 2563-VCS, 2007 WL778612 (Del. Ch.). When a company is to be sold, then the board of directors have
so-called Revlon duties that basically come down to getting the best price. There is no...
14 Apr 12:15 pm
This case is again very complicated and involves a full panoply of defensive measures. You might think that just a few years after its Revlon
decision, the Delaware Supreme Court would be eager to apply that decision to another case...
31 Jul, 2008 6:07 pm
... two fundamental tenets of Delaware corporate law. The first set of principles, known colloquially as "Revlon duties," 8 requires a board,
when it undertakes a sale of the company, to set its singular focus on ... the value of the Company that no further effort was appropriate. 8 Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del.
1986). The second set ... Petroleum Co., 493 A.2d 946 (Del. 1985). 10 Omnicare, Inc. v. NCS Healthcare, Inc., 818 A.2d 914 (Del. 2003). What some may view ...
5 Nov 7:00 am
... L'Oreal Moisture Extreme F315 Cocoa Plum WD2891 1.21 Revlon Revlon, Inc. Super Lustrous 725 Love That Red 07284 1508 59 1.04 ... Wine FD064 0.79 FD234 0.67 Clinique Estee Lauder Companies Inc. Long Last FJ Merlot AA7 0.55 Clinique Estee Lauder Companies ... Last F9 Paprika A87 0.48 Estee Lauder Estee Lauder Companies Inc. Pure Color 1A3 Maraschino B55 0.43 Burt's Bees Clorox ... Shine 750 Shiniest Sexiness 7D01 0.12 MAC Estee Lauder Companies Inc. Matte Lipstick Viva Glam I A67 0.10 Avon Avon Ultra Color ...
8 Jul, 2008 11:38 pm
... , its directors are expected to take steps to obtain the best transaction reasonably available for the shareholders. (Revlon,
Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986).) In order to fulfill their
Revlon duties, ... an adequate market check to determine that a proposed transaction indeed obtains for the shareholders the greatest value
reasonably available. Revlon duties are usually most clearly discharged if the target holds an auction, but an auction may not be the ...
6 Dec, 2007 10:30 am
... order to secure the highest price reasonably available (citing Revlon, Inc. v. MacAndrews &
Forbes Holdings, Inc., 506 A.2d 173,184 (Del.1986 ... materiality, including recent Delaware disclosure opinions in the cases of In re Netsmart
Techs., Inc. S'holders Litig., 924 A.2d 171, 208 n.115 (Del ... both independent and disinterested, it did not matter for purposes of the
conclusion whether the Revlon or the "standard" BJR applied. Here is a review of the case on the Harvard Corporate Governance Blog ...
29 Jul 9:03 am
... negotiations with Vivendi and advisors of Activision. In addition, the plaintiff asserted a claim under Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986). In this decision, the court explained ...
helpful discussions of the standards that the court will apply to disclosure claims. Also instructive is the discussion regarding the contours of Revlon duties. In addition to explaining why the entrenchment claims were rejected, the court provides useful clarity regarding ...
2 Oct, 2008 7:43 pm
... ." Strine concludes with the 1985 case arising from Ronald Perelman's hostile bid for Revlon Inc., whose French CEO, Michel Bergerac, Strine says, had "a strong personal ... everything he could to stop the bid, but the Delaware Supreme Court found
that once Revlon had decided to sell itself for cash, it had to get the best deal it could. ... the class. At some point, he says, there's a
share price at which Revlon duties kick in, and that colors the entire course of negotiations between a hostile bidder ...
15 May, 2008 8:07 pm
... the interests of the shareholders who elected them. Consistent with this duty, and articulated in the well-known Revlon[2] case and its
progeny, once a company is up for sale directors of the company must " ... ; Co. Proprietary Securities Class Action Litigation Database.[2] Revlon, Inc. v. MacAndrew & Forbes Holdings, Inc., 506 A.2d 173 (Del.
1985).[3] In ... , 2007 WL 1732588 (Del. Ch.). [11] Arnold v. Society for Savings Bancorp., Inc., 650 A.2d 1270, 1277 (Del. 1994). [12]
Netsmart at *21 [13] ...
17 Dec, 2007 6:47 am
... the analyses for your convenience: Tyco International Ltd. (TYC) and Robbins & Myers, Inc. (RBN): WE'VE USED THE WORDS "WEALTH
ACCUMULATION" IN PASSING, BUT THAT'S ABOUT IT. Revlon, Inc. (REV): WE'VE THOUGHT ABOUT THE CONCEPT,
BUT IT TURNS OUT NO ONE HERE IS ... existing program provides strong alignment with the creation of shareowner value, as well as retention value." Batesville Holdings, Inc.: WE PLAN TO FACTOR WEALTH ACCUMULATION INTO OUR COMPENSATION DECISIONS IN THE FUTURE. (AFTER ...
28 Jan, 2008 2:15 pm
... of implied consent by the actual trade mark owner to the application of the trade mark. For example, in the English Court of Appeal decision of Revlon Inc v Cripps and Lee [1980] FSR 85, the majority found consent to use of the plaintiff's trade mark (a
different concept from consent to application) on the basis that the product in question, Revlon shampoo, was marketed internationally by the
entire corporate group as a house mark. Consequently, use of the trade mark by one ...
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