Revlon standard is one of legal standards of M & A’s defensive measures to judge whether management defense measures are excessive, and management decides to sell the company itself or to restructure including company division In the event that a decision is made that there is an organizational restructuring involving the transfer of control, if a controlling shareholder arises after the reorganization, the director must not take defensive measures and maximize the selling price. In 1985 it became a judgment made in a trial over hostile takeover of cosmetic leading manufacturer Revlon. The investor group launched a hostile takeover against Revlon. The Revlon management refused this and tried to make a friendly buyout contract with a New York investment company and have it become a white knight. When the other acquirer acquires more than a certain percentage of the Revlon shares, the content of the contract is to divide only the section with asset value of Revlon and sell it to New York investment company cheaply. If that contract is concluded, it means that only the department with low asset value can obtain the hostile acquirer. In response to this, a suit seeking invalidation of the contract was raised, and ultimately, if the manager decides to sell it once in court, it is judged that there is an obligation to sell to the opponent who showed a high price according to the market principle It was. In this way the Revlon camp was defeated.
A range of hostile takeover cases and countermeasures against compensation is being established in the United States
Revlon’s standards are: (1) when the management decides to sell the company or to restructure including division, (2) there is organization reorganization involving the transfer of control and the controlling shareholder develops after the reorganization, the director sells without defensive measures It is judged to maximize price. In M & A, when the management team, such as the director of the acquisition target company, does not agree with the proposal made by the acquirer, the acquisition vs. action will be considered. In that case, it is a question whether whether legislation permits truly invoking countermeasures against acquisitions in relation to the interests of the shareholders of the acquisition target company. In Japan, because the case of hostile takeover itself is small, accumulation on the case is insufficient, but in the United States hostile takeover cases and countermeasures against compensation are frequent, so in acquisitions on judicial precedents and practically acceptable The range of countermeasures is being established in order. Representative examples of that standard are Revlon standards and Unocal standards.