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Expert Analysis

2 Del. Decisions Offer Nuanced Guidance On Revlon Duties

Law360, New York ( January 26, 2015, 10:55 AM EST) -- In two separate Dec. 19 decisions, the Delaware Supreme Court and the Delaware Chancery Court declined to enjoin stockholder votes with respect to pending mergers for alleged violations of the target board's Revlon duties. The decisions affirmed long-standing Delaware case law providing that "there is no 'single blueprint' for directors to obtain the highest value reasonably attainable" for its stockholders in the satisfaction of its Revlon duties, "so long as they choose a reasonable route to get there." The decisions offer boards nuanced guidance on how to satisfy Revlon duties in the context of a sale of corporate control....

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