All posts tagged: "Vice Chancellor Noble"

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 »