Was the UFJ Board subject to Revlon duties to maximize shareholder value?
First we consider whether UFJ’s directors would have had a duty under Delaware law to seek the highest value for the shareholders in the context of the MTFG financing. Such a duty is often referred to as a board’s “Revlon duty,” based on the case in which it was first articulated, Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.[fn8] Under Revlon, if a transaction will result in a change of control over, or an imminent break-up of, a company, the company’s board has a duty to maximize the value received by stockholders. [fn9] However, the scope of the transactions giving rise to Revlon duties is limited. Most relevant here is the case of Paramount Communications, Inc. v. Time, Inc.,[fn10] in which the Delaware Supreme Court narrowed the scope of transactions giving rise to Revlon duties so as to exclude certain public-to-public mergers. Specifically, the court found that, for Revlon purposes, no “change of control” occurred where control, both before and after a transaction, resides
