M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Monday, June 29, 2009

Waxman on Lyondell

In their article The Delaware Supreme Court Puts to Rest the Conflation of Bad Faith and Due Care Arising Out of Ryan v. Lyondell Chemical Co., just published in Securities Litigation Report,  my good friend Eric Waxman and his co-author Virginia Milstead conclude that:

In unequivocally declaring that “there is a vast difference between an inadequate or flawed effort to carry out fiduciary duties and a conscious disregard for those duties,” the Delaware Supreme Court’s reversal of Lyondell should put the lid back on a Pandora’s Box of potential personal liability for directors and ensure that they retain the flexibility necessary to respond appropriately in considering change of control transactions. 

You can read the whole thing here.



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