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Business Organizations Keyed to Bouchoux
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.
Citation:506 A.2d 173 (Del. 1986)
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On August 19, 1985, the Revlon board met to consider the impending threat of a hostile bid by Pantry Pride. At the meeting, Lazard Freres, Revlon’s investment banker, advised the directors that $45 per share was a grossly inadequate price for the company. Pantry Pride made its first hostile move on August 23 with a cash tender offer for all shares of Revlon at $47.50 per common share. The Revlon board met again and advised the stockholders to reject the offer. Further defensive measures also were planned. Pantry Pride contends that the Revlon directors had breached their duty of loyalty by making concessions to Forstmann, out of concern for their liability to the noteholders, rather than maximizing the sale price of the company for the stockholders’ benefit.
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