Duty Calls: Lyondell Case Reinforces Good Faith Standard for Corporate Boards

Corporate boards and their lawyers breathed a collective sigh of relief March 25 when an en banc Delaware Supreme Court reversed a ruling many feared could expose directors to personal liability in M&A deals.

Utter Failure

The Supreme Court's ruling in Lyondell quashed those fears. Justice Carolyn Berger's opinion sets aside personal liability for independent and disinterested directors in M&A deals unless there has been a "conscious disregard" of duty or if the directors "utterly failed to attempt to obtain the best sales price."

Associate Editor

Melissa Maleske

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