Posted on October 25, 2009 by Francis G.X. Pileggi

Court of Chancery Reaffirms Significant Deference Given to Independent Board in Change of Control Context Post-Lyondell

In two actions involving challenges to a consummated acquisition, the Court of Chancery in In re Nymex Shareholder Litigation, Nos. 3621-VCN, 3835-VCN and Greene v. New York Mercantile Exchange, Inc., et al., No. 3835-VCN (Del. Ch. Sept. 30, 2009), read opinion here, dismissed a multitude of conclusory allegations regarding breaches... Continue Reading...
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Posted on March 26, 2009 by Francis G.X. Pileggi

Unanimous Delaware Supreme Court Addresses Revlon and Caremark Issues

Lyondell Chemical Co. v. Ryan, Del. Supr. (March 25, 2009), read opinion here. See revised opinion of April 16, 2009 here. The Delaware Supreme Court rendered this unanimous en banc decision last evening. It was much anticipated in the corporate law world and in the few hours since its release... Continue Reading...
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Posted on September 2, 2008 by Francis G.X. Pileggi

Chancery Bars Claims Based on Section 102(b)(7) Exculpation Clause

In McPadden v. Sidhu, (Del. Ch., Aug. 29, 2008), read opinion here, the Delaware Chancery Court found that demand was excused under Chancery Court Rule 23.1 but barred claims--by granting a motion to dismiss under Rule 12(b)(6), against the directors despite their apparent apparent violation of their duty of... Continue Reading...
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