Revlon Duties are fiduciary duties under Delaware law that can be triggered when a company initiates a sale or break-up process, requiring the board to focus on maximizing immediate value for stockholders (often described as getting the best price reasonably available), subject to context and case law nuances. In M&A, Revlon Duties influence process design, auction vs. single-bidder decisions, defensive measures, and board documentation, and alleged Revlon Duties breaches are a common basis for deal litigation.
