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...

Top 5 Delaware Cases from 2008--Rebuttal to Professor Brown

Last year, I replied to Professor J. Robert Brown's list of the top 5 Delaware cases that, in his view, supported his negative perspective of Delaware law that remains the constant refrain on his blog called: The Race to the Bottom. My introductory explanation from my rebuttal of last year... Continue Reading...

Major Decision by Chancery Court on Corporate Law Aspects of Mergers and Acquisitions

In Ryan v. Lyondell Chemical Company, (Del. Ch., July 29, 2008), read opinion here, the Delaware Chancery Court rendered a decision that is "must reading" for anyone who needs to know the latest developments in Delaware corporate law involving mergers and acquisitions. One reason why this case will attract a... Continue Reading...

Delaware Supreme Court's 1971 opinion in Sinclair Oil v. Levien, Subject of Law Review Article

Courtesy of Professor Bainbridge is a link to an article by Professor Bob Thompson on the seminal Delaware Supreme Court decision in Sinclair Oil v. Levien, from 1971, that addressed key issues of fiduciary duty and judicial review standards. Here is an excerpt from a quote that Professor B. included... Continue Reading...