Revlon Duties and Other Board of Director Disclosure Requirements in Mixed-Consideration Mergers

Lessons Learned from Recent Delaware Decisions: Smurfit Stone, Del Monte, Atheros and Other Cases

Recording of a 90-minute premium CLE webinar with Q&A

Conducted on Wednesday, September 28, 2011

Recorded event now available

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Course Materials

This CLE course will provide deal counsel with a review of the Delaware courts' decisions impacting the M&A sales process, including mixed-consideration mergers. The panel will also discuss the disclosures that boards of directors and other parties must make to avoid unwanted delays in closing the deal.


The Delaware Chancery Court expanded Revlon duties to mixed consideration mergers in In re Smurfit-Stone Container Corp., where the consideration is half cash and half acquirer’s stock. Smurfit leaves unanswered whether a lower proportion of cash consideration will trigger Revlon duties.

Del Monte, Atheros and other recent decisions emphasize board of director disclosure requirements and factors to consider in determining methods for conducting a sale process.

Counsel must closely monitor the sales process and guide boards on the critical disclosures required to avoid endangering a prompt closing.

Listen as our authoritative panel of merger and acquisition attorneys reviews key Delaware Chancery Court decisions and lessons that can be learned from the courts’ rulings. The panel will offer strategies and best practices for avoiding missteps that could lead to delays in closing the deal.



  1. Mixed-merger consideration and Revlon duties
  2. Factors to consider in a sales process
    1. Board process
    2. Advisors
    3. Proxy statement disclosures
  3. Lessons learned and best practices


The panel will review these and other key questions:

  • What types of mixed-consideration sales are likely to trigger Revlon duties and what unanswered questions remain?
  • What disclosures must be made by a board of directors in the sale process to prevent an unwanted delay?
  • What disclosure errors can result in injunctions to block an impending sale?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


William Savitt
William Savitt

Wachtell, Lipton, Rosen & Katz

He focuses on representing corporations and directors in litigation involving mergers and acquisitions, proxy contests,...  |  Read More

G. Roth Kehoe, II
G. Roth Kehoe, II

Hunton & Williams

His practice focuses on international and domestic public and private mergers and acquisitions, dispositions,...  |  Read More

Steven M. Haas
Steven M. Haas

Hunton & Williams

Mr. Haas regularly counsels publicly traded corporations, privately-held businesses and boards of directors on...  |  Read More

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