Following yesterday’s post concerning the status of Revlon duties in California, I received a note from Suzanne Weakley, an attorney at the California Continuing Education of the BAR (aka the CEB). For those readers not familiar with the CEB, it is a self-supporting program of the University of California that is cosponsored by the State Bar of California. Focused on California law, the CEB publishes a wide variety of books, periodicals and other educational materials for lawyers.
Suzanne reminded me of an article written nearly 10 years ago by Andrew T. Orr for the CEB’s California Business Law Practitioner entitled “Applying Revlon in California”. That article concludes:
California has more extensive statutory treatment of fiduciary duties of directors and shareholder rights in connection with change-of-control transactions than Delaware. The Revlon duty that Delaware courts have established ad hoc through a series of decisions would undermine California’s existing legal scheme and would create internal inconsistencies within an arguably elegant “shareholder democracy” model of corporate governance. California courts should there-fore avoid importing a Revlon duty into the California law of mergers and acquisitions.
22 Cal. Bus. L. Prac. 97, 107 (Fall 2007).