During a sale of control, what does the Revlon doctrine require of the board?

• A. The board must maximize value for shareholders and conduct a fair process.
• B. The board may block all sales to protect insiders.
• C. The board should focus on maintaining management control.
• D. The board's duties are suspended during a sales process.

Answer: (A)

During a sale of control, the board’s duties shift to maximizing value for shareholders and ensuring a fair process to achieve the best price. After the Revlon principle, once a change in control is truly on the table, directors must actively pursue the highest value reasonably available for the shareholders, typically by soliciting bids and running a fair, competitive process. They should consider all legitimate bidders and avoid actions that protect insiders or preserve management at the expense of the sale price. The board is not allowed to suspend its duties, nor to focus on keeping management in place at the expense of value.

So, the best answer is that the board must maximize value for shareholders and conduct a fair process. Blocking a sale to shield insiders or prioritizing management control would undermine that duty, and duties are not suspended during the process.