Law.com Subscribers SAVE 30%
Call 855-808-4530 or email [email protected] to receive your discount on a new subscription.
Revlon Duties Do Not Prohibit Acceptance of a Compelling, Pre-Emptive Bid
In a much-anticipated decision, the Delaware Supreme Court (the “Court”) recently overturned the controversial ruling of the Delaware Court of Chancery (the “Chancery Court”) in Lyondell Chemical Company v. Ryan, C.A., No. 3176 (Del. Sup. Ct. March 25, 2009). The Chancery Court had twice denied the Lyondell directors' motion for summary judgment in a class action suit brought by Lyondell stockholders who alleged that the directors breached their fiduciary duties by approving the sale of the company to a strategic buyer, despite negotiating a 45% premium to the then-current market price. The Court took issue with the Chancery Court's rulings at nearly every turn, concluding that “the existing record mandates the entry of judgment in favor of the directors.” The Lyondell ruling confirms the authority of disinterested directors to pursue aggressively a transaction that they have determined in good faith to be beneficial to stockholders, even when a full auction process, or even a more limited pre- or post-signing market check, has not occurred due to the demands of a strategic bidder.
Background
Before its sale to Basell AF, Lyondell, a Delaware corporation, was the third largest independent publicly traded chemical company in North America. Dan Smith was Lyondell's Chairman and CEO. Lyondell's other ten directors were all independent, each with strong business backgrounds. Basell AF is a privately held Luxembourg chemical company controlled by Leonard Blavatnik through his ownership of Access Industries.
This premium content is locked for Entertainment Law & Finance subscribers only
ENJOY UNLIMITED ACCESS TO THE SINGLE SOURCE OF OBJECTIVE LEGAL ANALYSIS, PRACTICAL INSIGHTS, AND NEWS IN ENTERTAINMENT LAW.
- Stay current on the latest information, rulings, regulations, and trends
- Includes practical, must-have information on copyrights, royalties, AI, and more
- Tap into expert guidance from top entertainment lawyers and experts
Already a have an account? Sign In Now Log In Now
For enterprise-wide or corporate acess, please contact Customer Service at [email protected] or 877-256-2473
Yachts, Jets, Horses & Hooch: Specialized Commercial Leasing Models
Defining commercial real estate asset class is essentially a property explaining how it identifies — not necessarily what its original intention was or what others think it ought to be. This article discusses, from a general issue-spot and contextual analysis perspective, how lawyers ought to think about specialized leasing formats and the regulatory backdrops that may inform what the documentation needs to contain for compliance purposes.
Hyperlinked Documents: The Latest e-Discovery Challenge
As courts and discovery experts debate whether hyperlinked content should be treated the same as traditional attachments, legal practitioners are grappling with the technical and legal complexities of collecting, analyzing and reviewing these documents in real-world cases.
Identifying Your Practice's Differentiator
How to Convey Your Merits In a Way That Earns Trust, Clients and Distinctions Just as no two individuals have the exact same face, no two lawyers practice in their respective fields or serve clients in the exact same way. Think of this as a "Unique Value Proposition." Internal consideration about what you uniquely bring to your clients, colleagues, firm and industry can provide untold benefits for your law practice.
Risks and Ad Fraud Protection In Digital Advertising
The ever-evolving digital marketing landscape, coupled with the industry-wide adoption of programmatic advertising, poses a significant threat to the effectiveness and integrity of digital advertising campaigns. This article explores various risks to digital advertising from pixel stuffing and ad stacking to domain spoofing and bots. It will also explore what should be done to ensure ad fraud protection and improve effectiveness.
Turning Business Development Plans Into Reality
This article offers practical insights and best practices to navigate the path from roadmap to rainmaking, ensuring your business development efforts are not just sporadic bursts of activity, but an integrated part of your daily success.