Lyondell Chemical Co. v. Ryan
Delaware Supreme Court
970 A.2d 235 (2009)
Dan Smith (defendant) was chairman and CEO of Lyondell Chemical Company (Lyondell) (defendant). Leonard Blavatnik owned Access Industries (Access), which owned Luxembourg company Basell AF (Basell). Basell’s 2006 offer to acquire Lyondell was rejected. A year later, an affiliate of Access filed a Schedule 13D disclosure indicating its right to purchase more than eight percent of Lyondell’s stock from another company and Blavatnik’s interest in Lyondell. Lyondell’s directors (defendants) called a meeting. Though the Schedule 13D made clear that Lyondell was “in play,” the directors elected not to take any action at that time. Blavatnik renewed his offer to Lyondell at $40 per share on July 9, 2007. Lyondell’s board had a series of meetings to consider the offer. After negotiating with Blavatnik, the offer was increased to $48 per share. The board’s independent financial and legal advisers concluded that the offer was fair and a better deal was unlikely. On July 16, 2007, the board voted to recommend the merger to Lyondell’s shareholders. The shareholders almost unanimously approved the merger. Ryan and others (plaintiff) filed a class action suit in the Court of Chancery against Lyondell and its directors claiming breach of fiduciary duties regarding the negotiations and final merger agreement. The trial court dismissed all claims except the claims that the merger negotiation process was inadequate and the directors should not have agreed to the protection provisions.
Rule of Law
Holding and Reasoning (Berger, J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 160,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 13,700 briefs, keyed to 186 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.