Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• holding that directors owe fiduciary duties of care and loyalty to the corporation and shareholders
• “The duty of the board ... [is] the maximization of the company’s value at a sale for the stockholders’ benefit.”
• “lock-ups and related agreements are permitted under Delaware law where their adoption is untainted by director interest or other breaches of fiduciary duty”
• “A board may have regard for various constituencies in discharging its responsibilities, provided there are rationally related benefits accruing to the stockholders.”
• “The duty of the board had thus changed from the preservation of Revlon as a corporate entity to the maximization of the company’s value at a sale for the stockholders’ benefit.... The whole question of defensive measures [thus] became moot.”

Source: CourtListener parenthetical corpus (CC0).