Delaware Supreme Court Provides Further Guidance on Revlon Duties and Duty of Good Faith
7 April 2009
Mayer Brown Legal Update
The Supreme Court of Delaware has ruled that directors of one chemical company did not breach their fiduciary duty of loyalty by failing to act in good faith in evaluating and approving a $13 billion merger with another chemical company. The decision in Lyondell Chemical Company v. Ryan1 reverses the decision of the Delaware Court of Chancery and clarifies certain aspects of the Revlon duties and the duty of “good faith” of directors in the context of a sale-of-control transaction.