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Full-Text Articles in Law
Corwin V. Kkr Financial Holdings Llc—An After-Action Report, Joseph R. Slights Iii, Matthew Diller
Corwin V. Kkr Financial Holdings Llc—An After-Action Report, Joseph R. Slights Iii, Matthew Diller
Scholarly Articles
Vice Chancellor Slights presented this speech as the Eighteenth Annual Albert A. Destefano Lecture On Corporate, Securities, and Financial Law at the Fordham Corporate Law Center on April 9, 2018. Includes an introduction by Matthew Diller, Dean of the Fordham University School of Law.
Good Faith In Revlon-Land, Christopher M. Bruner
Good Faith In Revlon-Land, Christopher M. Bruner
Scholarly Articles
The Delaware Supreme Court has set a very high hurdle for plaintiffs challenging directors' good faith in the sale of a company. In Lyondell Chemical Company v. Ryan, the court held that unconflicted directors could be found to have breached the good faith component of their duty of loyalty in the transactional context only if they "knowingly and completely failed to undertake," and "utterly failed to attempt" to discharge their duties.
In this essay I argue that the Lyondell standard effectively imports into the transactional context the exacting standard previously applied in the oversight context — a move clearly aimed …