Revlon Duties Not Triggered in All Sales

Prof. Stephen Bainbridge supplements here his post of yesterday (here) in which he provides a short treatise on the Delaware Supreme Court’s decision in Revlon, and its progeny. A tasty morsel from his most recent analysis, referring to the recent Ryan decision by  Vice Chancellor Noble, is excerpted below:

In my opinion, however, if Noble means to say that every sale of a corporation triggers “Revlon duties” in the sense that enhanced scrutiny applies to the board’s conduct of every sale, I believe he is wrong both as a matter of policy and doctrine. I discussed the policy reasons why I think that’s an error in the earlier post, The Borders of Revlon-land, so here let me focus on doctrine.

POSTSCRIPT: Prof. Steven Davidoff here discusses a potential application of Revlon and related corporate law concepts to the very recent "takeover" of AIG by the federal government.