What is the board's obligation under the Revlon doctrine during a sale of control?

• A. The board must maximize value for shareholders and conduct a fair process.
• B. The board must maintain current management at all costs.
• C. The board may avoid disclosing information to stakeholders.
• D. The board may abandon the sale if it benefits insiders.

Answer: (A)

Under Revlon, when a sale of control is inevitable, the directors’ duties switch to maximizing the value for shareholders, and they must do so through a fair and competitive process. This means actively seeking the best price reasonably available, often by running an auction or inviting competitive bids, and ensuring the process is transparent so shareholders can make an informed decision. The focus is on value for the shareholders, not preserving management or the status quo, and it bars insider deals or actions that would undermine the bid’s value.

That’s why maximizing value for shareholders through a fair process is the best fit. The other options describe approaches that would undermine the fiduciary shift that Revlon requires—keeping management in place, withholding information, or abandoning the sale to aid insiders.