provision precluding the Revlon board from negotiating with Pantry Pride or any other rival bidder except under very narrow circumstances, removal of the Note Purchase Rights, and waiver of the restrictive covenants contained in the recently issued notes. Forstmann for its part agreed to support the par value of the Notes, still falling in value in the market, by exchanging them for new notes, presumably at the initial values of the Notes when they had been first issued. Pantry Pride seeks injunction Pantry Pride raised its offer to $58 per share. Simultaneously, it filed a claim in the Court of Chancery, seeking interim injunctive relief to nullify the asset option, the no-shop, the termination fee and the Rights. It argued that the board had breached its fiduciary duty by foreclosing Revlon stockholders from accepting its higher cash offer. Chancery court The Court of Chancery granted the requested relief, finding the Revlon directors had acted to lock up the Forstmann deal by way of the challenged deal provisions out of concern for their potential liability to Revlon's disaffected and potentially litigious noteholders, a concern that would be allayed by Forstmanns agreement to restore the full value of the notes in connection with the new deal. The Court of Chancery found that, by thus pursuing their personal interests rather than maximizing the sale price for the benefit of the shareholders, the Revlon directors had breached their duty of loyalty. Judgment The Delaware Supreme Court affirmed the judgment below. First, the Court reviewed Pantry Pride's challenges to the Revlon board's defensive actions: the adoption of a poison pill and the consummation of the repurchase program. Referencing its recent decision in Unocal v. Mesa Petroleum, the Court observed initially that the business judgment rule, while generally applicable to a board's approval of a proposed merger, does not apply to a board's decision to implement anti-takeover measures, given the omnipresent specter that the board, in so doing, is serving its own interests in remaining in office at the expense of the interests of shareholders in securing maximum value. Rather, it is the directors' threshold burden to establish that they had a reasonable basis for perceiving the need for defensive actions (typically by showing good faith and reasonable investigation) and that the action taken was reasonable in relation to the threat posed. Applying this test, the Court found, first, that the Revlon board had acted reasonably