DELAWARE FIDUCIARY DUTY LAW AFTER QVC AND TECHNICOLOR - A UNIFIED STANDARD (AND THE END OF REVLON DUTIES)

Professors Cunningham and Yablon argue that the Delaware Supreme Court 's recent decisions in QVC and Technicolor reflect a movement in Delaw are fiduciary law away from doctrinal fragmentation and toward a singl e more unified standard of director conduct, imposing on all corporate directors a single, highly general obligation of good faith and fair dealing based on reasonably informed judgment. The logic of the decisi ons and this new unified standard imply that the so-called ''Revlon du ty''-an affirmative legal obligation to conduct a fair auction for the company and to sell it to the highest bidder-no longer exists under D elaware law. A new standard, requiring enhanced scrutiny to ensure tha t management actions achieve the best value reasonably available to sh areholders, will apply to all management actions in takeover situation s, and other extraordinary transactions as well.