Revlon Duties
Definition
Revlon duties are the legal obligations of a company’s board once the sale of the company has become inevitable: at that point the board must stop defending and instead seek the highest price reasonably available for shareholders. The name comes from the Delaware ruling in Revlon v. MacAndrews & Forbes (1986).
In practice
The doctrine draws a bright line through takeover law. Defenses that are legal while a board fights to stay independent become illegal the moment the company is genuinely for sale, when the board’s role flips from defender to auctioneer.