Revlon Duties (M&A Glossary)


The duty of a board of directors to attempt to maximize value for shareholders in connection with M&A transactions. This is an “enhanced scrutiny” standard of judicial review, in contrast to the business judgment rule, which grants the presumption that the directors fulfilled their fiduciary duties. Named after the court precedent of Revlon, Inc v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986).