From our private database of 14,100+ case briefs...
Lyondell Chemical Company v. Ryan
Delaware Supreme Court
970 A.2d 235 (Del. 2009)
Basell AF (Basell) made an offer to purchase Lyondell Chemical Company (Lyondell) at $40 per share. Dan Smith, Lyondell’s CEO and Chair, responded that the offer was too low. Negotiations commenced and eventually, Smith took an offer of $48 per share to the Lyondell board of directors (defendants). The board held a special meeting at which it considered the offer, as well as a valuation report that had just been prepared for Lyondell. A merger agreement was drafted, and the board, along with Lyondell’s financial and legal advisors, reviewed the agreement. Lyondell’s financial advisor stated that Basell’s offer was fair and that no other offers from the chemical industry would top it. The defendants approved the merger for a stockholder vote. Lyondell did not receive any other offers between the board’s approval and the vote. The stockholders approved the merger with 99 percent of the voting shares voting in favor. Ryan, et al. (plaintiffs) brought a class action suit, claiming that, among other things, the Lyondell directors breached their duty of loyalty by not obtaining the best available price in the sale to Basell. The defendants filed a motion for summary judgment. The Delaware Court of Chancery denied the motion, finding that the defendants did not conduct an auction for the sale, conduct a market check, or demonstrate “an impeccable knowledge of the market,” as is required under Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986). The defendants appealed.
Rule of Law
Holding and Reasoning
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 218,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 14,100 briefs, keyed to 189 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.