Replies to post #3548 on Revance Therapeutics Inc (RVNC)

[Mufaso]

Here is a link to explain the fiduciary duties of directors with respect to a merger:

Baker McKenzie Global Public M&A Guide

Revance is incorporated in Delaware. In the Baker McKenzie guide in section 4.7 it says:

In Delaware, courts have stressed the importance of the board being adequately informed when negotiating the sale of control of the company. This generally requires that the target company's board:

-analyze the entire situation and evaluate the consideration being offered for control of the corporation in a disciplined and well documented manner;
-receive financial and legal advice, negotiate diligently and ensure that it possesses all relevant material information; and
-use methods or procedures that will enable the board to determine whether the consideration being provided to target company shareholders represents the best value reasonably available to the shareholders.

[Bio_pete]

This is a pretty good summary of the process: http://www.legalandcompliance.com/mergers-and-acquisitions/


I'm sure Foley would report to BOD. The shareholders normally don't have to be notified unless a definitive agreement.