Delaware's Judicial Review of Board Action in Transactions Involving Corporate Control II: REVLON and BLASIUS

This lesson will familiarize students with the "Revlon" and "Blasius" doctrines, standards of judicial review under Delaware law. The Revlon doctrine applies to board actions taken when a change of control or sale of the corporation is inevitable. The Blasius doctrine applies when a board has acted with the primary purpose of interfering with a shareholder vote.

The time to complete this lesson varies depending on whether you decide to complete the section entitled "Review of Delaware law."

This lesson is the second of two CALI lessons concerning Delaware's heightened standards of judicial review of board action in transactions involving control. The other lesson involves the "Unocal" doctrine, which applies to a board's defensive antitakeover actions. It is strongly recommended that students work through the lessons in the suggested order, since this second lesson refers to and builds upon material covered in the first.