Suppose a board of directors of a corporation incorporated in Delaware initiates a Revlon auction by initiating an active bidding process seeking to sell itself. After a special committee of independent and disinterested directors conducts a fair and reasonable process, the company gets two offers. After consulting with independent financial advisors, the special committee recommends that the board reject both offers as inadequate. What standard of review applies if a shareholder and/or one of the offerors sues the board for breach of fiduciary duty? What result?
Would your answer change if the confidentiality agreement signed by both bidders includes a don't ask don't waive 3-year standstill provision?
