Prof. Bainbridge has a recent blog post here about the Chancery Court’s decision in the Toys R Us Shareholder Litigation, and an analysis of Revlon board duties in connection with the sale of that company. He cites to several of his works in support of the conclusion of the court that the Revlon duties were satisfied by the board. The full decision is downloadable here. In denying Revlon claims that a separate auction for the whole company was required when the board initially entertained bids for only part of the company, the court reasoned that:
… capitalists are not typically timid, and any buyer who seriously wanted to buy the whole Company could have sent a bear hug letter at any time, if it wanted to be genteel about expressing an interest. In all reasonable likelihood, the board’s sales process for Global Toys provided the most credible and likely buyers of the whole Company with information that would have gotten their acquisitorial salivary glands going.