Revlon Inc v MacAndrews & Forbes Holdings Inc

Fully informed and uncoerced stockholder approval of a non-controller transaction cleanses it of fiduciary challenge and applies business judgment review.

Under Delaware law, a controlling shareholder merger conditioned ab initio on both special committee approval and majority-of-minority vote earns business judgment review rather than entire fairness scrutiny.

Directors must implement adequate information and reporting systems to satisfy their fiduciary duty of oversight; failure to do so may constitute a breach of duty.