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Court Of Chancery Holds Revlon Does Not Apply In Dissolution

Posted In Fiduciary Duty

The Huff Energy Fund L.P. v. Gershen, C.A. 11116-VCS (September 29, 2016)

This decision holds that Revlon duties are not implicated by a decision to liquidate a company. Hence, the Court will not scrutinize whether the board sought to get the best possible deal for company assets. The decision is also helpful in reminding us that a stockholders’ agreement is not necessarily binding on the company’s board of directors who have not signed the agreement in their personal capacity.



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