University of Pennsylvania Carey Law School Penn Law: Legal Scholarship Repository Faculty Scholarship at Penn Law 2014 Bankers and Chancellors William W. Bratton University of Pennsylvania Carey Law School Michael L. Wachter University of Pennsylvania Carey Law School Follow this and additional works at: https://scholarship.law.upenn.edu/faculty_scholarship Part of the Banking and Finance Law Commons, Business Law, Public Responsibility, and Ethics Commons, Business Organizations Law Commons, Contracts Commons, Corporate Finance Commons, Courts Commons, and the Law and Economics Commons Repository Citation Bratton, William W. and Wachter, Michael L., "Bankers and Chancellors" (2014). Faculty Scholarship at Penn Law. 1306. https://scholarship.law.upenn.edu/faculty_scholarship/1306 This Article is brought to you for free and open access by Penn Law: Legal Scholarship Repository. It has been accepted for inclusion in Faculty Scholarship at Penn Law by an authorized administrator of Penn Law: Legal Scholarship Repository. For more information, please contact
[email protected]. BRATTON (WACHTER).FINAL.RESUBMIT (DO NOT DELETE) 11/21/2014 12:26 PM Articles Bankers and Chancellors William W. Bratton* & Michael L. Wachter** The Delaware Chancery Court recently squared off against the investment banking world with two rulings that tie Revlon violations to banker conflicts of interest. Critics charge the court with slamming down fiduciary principles of self-abnegation in a business context where they have no place or, contrariwise, letting culpable banks off the hook with ineffectual slaps on the wrist. This Article addresses this controversy, offering a sustained look at the banker–client advisory relationship. We pose a clear answer to the questions raised: although this is nominally fiduciary territory, both banker–client relationships and the Chancery Court’s recent interventions are contractually driven.