The cosmetics maker’s famous backer Ron Perelman, who owns more than 80% of the business through his holding company, MacAndrews & Forbes, took control in the 1980s after a hostile takeover. Revlon’s board wanted a, but a Delaware court ruled that it was at the mercy of shareholders. In an all-cash, change-of-control transaction, boards must run a process designed to maximize shareholder value.
These days, corporate directors are still sometimes inclined to bunk up with the suitor who makes them most comfortable. And tumbling markets may tempt them to excuse hastily constructed deals. But shareholders can’t be assured they’re getting the best price unless the company has run a process. And Revlon’s bankruptcy is a reminder that good times won’t last forever.
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