Delaware Courts Reaffirm High Bar for Personal Liability of Disinterested Directors - from The Harvard Law School Corporate Governance Blog

This article, provided by Gar Bason, Phillip Mills and Justine Lee of Davis Polk and Wardwell and posted to the Harvard Law School Corporate Governance Blog by Jim Naughton, co-editor, comments on two recent Chancery Court decisions in Delaware:

“However, in his discussion V.C. Strine goes beyond the facts of the Lear case in comments that seem directed at Lyondell:  Read More »

Delaware Court of Chancery on good faith and the duty of loyalty in a Revlon setting again - from Cases and Materials on Business Entities

Eric A. Chiappinelli, Dean of the Creighton University Law School, takes Vice Chancellor Noble to task and basically accuses him of being wrong in his decision to allow the trial to go forward, and then wrong again when he tried to clarify his position.  The author is saying that there is no clear record of intent to act in bad faith or shirk their fiduciary responsibilities on the part of the board, so there should have been a different result from the Vice Chancellor.  Read More »

Ryan Redux - in Ideoblog

This short post, written by law professor Larry Ribstein, makes the point that the Vice Chancellor's denial of summary judgment is in an of itself a problem for Lyondell since they must now bear the cost of the trial to prove they were right in the first place, or at least should have been protected under established doctrine:

“The bottom line is that the Vice Chancellor suggests that the effect of the exoneration available under Delaware 102(b)(7) will be better understood after the facts are fully developed at trial. But the problem remains that a trial will be necessary despite allegations that verge on a mere due care violation. This, in itself, is problematic for defendants who may have expected more protection from liability for mere, even if serious, misjudgments.”  Read More »

Ryan v Lyondell "Clarification" in Business Law Prof Blog

This article raises the issue of Vice Chancellor Noble making judgments about what constitutes “lack of good faith” and “conscious disregard of fiduciary duties” and point to the elusiveness of this branch of doctrine.

Reactions to Ryan v. Lyondell

from Legal Profession Blog

Posted by Jeff Lipshaw, a former general counsel of a publicly-held specialty chemical company that first sold its publicly-held subsidiary and then merged with another company (as the target) in a stock-for-stock deal, both of which invoked Delaware law on the fiduciary obligations of the directors in transactions involving change of control.  Read More »