Tag Archives: Delaware corporate law

Prof. Hamermesh recaps 40-plus years of Delaware corporate law trends at 35th Annual F.G. Pileggi Distinguished Lecture

This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years. The law school professor widely regarded as the “dean” of Delaware corporate law told a gathering of the state’s bench and bar in Wilmington Nov. 8 that he was … Continue Reading

Chancery Applies Implied Covenant in Agreement that Waives Traditional Fiduciary Duties–and Affirms Shareholder Wealth Maximization Norm

A recent Chancery decision is notable for its application of the implied covenant of good faith and fair dealing in a partnership agreement that waives all conventional fiduciary duties, and replaces them with a contract-based standard of conduct. The decision in Bandera Master Funds LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Del. Ch. … Continue Reading

Professor Bainbridge: Delaware Legislature Should Revisit DGCL Section 102 (b)(7)

Professor Stephen Bainbridge muses here about the recent Ryan v. Lyondell decision by the Delaware Chancery Court, summarized here, as well as insights by Professor Gordon Smith (who views the decision as predictable), and suggests that it is time for the Delaware Legislature to revisit DGCL Section 102(b)(7) to, among other things, add greater clarity to this very important … 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 great amount of attention in … Continue Reading