@danhulton

https://en.wikipedia.org/wiki/Revlon,_Inc._v._MacAndrews_%26_Forbes_Holdings,_Inc.

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.

Bruh this is not 1970, this is supreme court of Delaware. Do you just ignore the caselaw?

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.