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Yo guys,

Can anyone offer their general perceptions about when they think Revlon duties are triggered now? Our prof pushes "change of control" but it seems pretty vague as to when exactly that is (at least as compared to the previous cases where it was just "breakup inevitable").

In stock for stock merger, if ownership goes from market controlled (diffuse ownership) to individual controlled...change of control and Revlon duties triggered.

There are two Revlon triggers: inevitable sale/breakup, and change of control. See Paramount v. QVC.

The idea is that when control is changing hands, you can't escape Revlon by saying its a strategic merger for business reasons, because the new controller has no obligation to abide by that strategy.