Richards Layton & Finger
 

Court of Chancery Clarifies the Reach of Revlon in Mixed Consideration Deals

June 2011

The Delaware Supreme Court’s opinion in Revlon has guided corporate boards of directors and their advisors for twenty-five years.  Despite the abundance of case law, whether Revlon applies in any given case remains the subject of much debate. While the Delaware Supreme Court has not had occasion to address the issue, the Delaware Court of Chancery is beginning to apply Revlon’s heightened reasonableness review more frequently in mixed-consideration transactions (i.e., stock and cash). This clarification should not come as a surprise, nor should it give boards of directors pause.