Lyondell Chemical Co. v. Ryan
Delaware Supreme Court
970 A.2d 235 (2009)
After Basell raised its acquisition offer for Lyondell from $40 to $48 per share following board negotiations, Lyondell's board (defendants) approved the merger based on a fresh valuation report and its advisors' assessment that no better offer would emerge, and shareholders approved the deal with 99 percent support; a shareholder (plaintiff) sued, claiming the board breached its duty of loyalty under Revlon by failing to conduct an auction or market check, and the Court of Chancery denied the board's motion for summary judgment on that basis.
Whether a fiduciary satisfies the good-faith requirement if it cannot be demonstrated that the fiduciary intentionally failed to act in the face of a known duty to act.