were the directors themselves since the primary effect of supporting the notes was to reduce the likelihood of ensuing litigation against them, already threatened, for having depressed the value of the notes by waiving the restrictive covenants. In all events, the Court observed, the interests of noteholders, or any corporate constituency other than stockholders for that matter, are not the proper beneficiaries of a directors fiduciary responsibilities, and may be pursued only to the extent doing so results in a related benefit to stockholders, the only constituency to which such fiduciary responsibilities run under Delaware law. Here, the Court held, the effect of the board's effort to benefit noteholders was contrary to the interests of stockholders in that it resulted in the destruction of an active auction process that promised upon conclusion greater value for stockholders than that secured. During a merger, the board of the target company primarily has a duty to maximize the company's value at sale. The opinion provides two main passages meant to guide the actions of future boards, regarding when duties attach that lead to enhanced judicial scrutiny. The first of these passages explains that When Pantry Pride increased its offer to $50 per share, and then to $53, it became apparent to all that the break-up of the company was inevitable. The Revlon board's authorization permitting management to negotiate a merger [*513] or buyout with a third party was a recognition that the company was for sale. The duty of the board had thus changed from the preservation of Revlon as a corporate entity to the maximization of the company's value at a sale for the stockholders' benefit. This significantly altered the board's responsibilities under the Unocal standards. It no longer faced threats to corporate policy and effectiveness, or to the stockholders' interests, from a grossly inadequate bid. The whole question of defensive measures became moot. The directors' role changed from defenders of the corporate bastion to auctioneers charged with getting the best price for the stockholders at a sale of the company. The other portion of the opinion which provides guidance can be found in the following: The Revlon board argued that it acted in good faith in protecting the noteholders because Unocal permits consideration of other corporate constituencies ... However, such concern for non-stockholder interests is inappropriate when an auction among active bidders is in progress, and the object no longer is