The Still-Dwindled Revlon

71 WASH. & LEE L. REV. ONLINE 150 (2014)

Washington & Lee Legal Studies Paper No. 2014-20

11 Pages Posted: 5 Nov 2014

See all articles by Lyman Johnson

Lyman Johnson

Washington and Lee University - School of Law; University of St. Thomas, St. Paul/Minneapolis, MN - School of Law

Rob Ricca

Glu Mobile Inc.

Date Written: November 5, 2014

Abstract

This is a brief Response to Professor Mohsen Manesh’s extensive response to our original article, The Dwindling of Revlon. Our thesis is that today the iconic Revlon doctrine is, remedially, quite substantially diminished. Although Professor Manesh sets out to establish what he calls “the limits of Johnson’s and Ricca’s thesis,” we here maintain, as before, that there is little remedial clout to Revlon unless directors or others very significantly misbehave. We believe Professor Manesh’s various points serve only to underscore how unlikely it is that Revlon will be the basis for judicial sanctions. We also briefly criticize Delaware’s continuing use of the standard of conduct/standard of review construct in the fiduciary duty area. This rubric is unhelpful generally and strikingly so in the Revlon setting, as we note.

Keywords: Corporate Law, Corporate Governance, Corporate Takeovers, Mergers and Acquisitions, Securities Regulation

JEL Classification: K10, K20, K22, K29

Suggested Citation

Johnson, Lyman P. Q. and Ricca, Rob, The Still-Dwindled Revlon (November 5, 2014). 71 WASH. & LEE L. REV. ONLINE 150 (2014) , Washington & Lee Legal Studies Paper No. 2014-20, Available at SSRN: https://ssrn.com/abstract=2519547

Lyman P. Q. Johnson (Contact Author)

Washington and Lee University - School of Law ( email )

Lexington, VA 24450
United States
540-458-8515 (Phone)
540-458-8488 (Fax)

University of St. Thomas, St. Paul/Minneapolis, MN - School of Law

MSL 400, 1000 La Salle Avenue
Minneapolis, MN Minnesota 55403-2005
United States

Rob Ricca

Glu Mobile Inc. ( email )

500 Howard St. Suite 300
San Francisco, CA 94105
United States

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