Warner Bros Bidding War: Lessons on Aggregator Theory and Hostile Deal Mechanics

>the board’s job is to maximize long‑term shareholder value

Under Revlon, the duty shifts to securing the highest value reasonably attainable on a risk‑adjusted present‑value basis. That means cash vs. stock/stub must be discounted for Price, time to close, financing costs, taxes, and break fees (EV ≈ price × P(close) − time/financing − taxes ± fees). If that math favors $30 cash, picking it isn’t indulging shareholder preference; it’s fiduciary duty. Netflix’s package only wins if it beats $30 after those discounts, and the board has to show that.