Very interesting article by Robert Miller in the latest issue of Engage:
This article examines two recent cases in the Delaware Court of Chancery addressing the Revlon duties of directors when the company’s financial advisor has a conflict of interest related to the proposed business combination transaction. ...
• In re Del Monte Foods Co. Shareholders Litigation, 25 A.3d 813 (Del. Ch. 2011):http://www.rlf.com/files/Del Monte.pdf
• Del Monte and Barclays Settle Investor Lawsuit for $89.4 million, N.Y. Times Dealbook, Oct. 6, 2011: http://dealbook.nytimes.com/2011/10/06/del-monte-and-barclays-settle-investor-lawsuit-for-89-4-million/
• John Coaes, et. al, Barclays Capital and the Sale of Del Monte Foods, Harvard Law School Case Study (from the perspective of the bankers and lawyers at Barclays) (July 27, 2012):http://casestudies.law.harvard.edu/barclays-capital-and-the-sale-of-del-monte-foods/
• Jeffrey McCracken, Barclays Leads LBO Financing Retreat After Del Monte Slap, Bloomberg, Sept.14, 2011: http://www.bloomberg.com/news/2011-09-14/barclays-leads-lbo-financing-retreat-after-del-monte-criticism.html
We spent a fair bit of time on this issue in my Mergers & Acquisitions class last fall. It's a really important issue and Miller does it justice in a very concise format. My only real complaint is that he failed to cite my article The Geography of Revlon-Land, which is, of course, the seminal tourist guide to the strange place we call Revlon-land. (Wink)