Law Commons^™

Good Faith In Revlon-Land, Christopher M. Bruner

Scholarly Works

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 …

The Last Male Bastion: In Search Of A Trojan Horse, Joan Macleod Heminway

Scholarly Works

Numerous legal scholars and commentators have written about the paucity of women in the boardroom at influence-wielding U.S. public companies. Fewer have written about the scarcity of female Chief Executive Officers, and fewer yet have written about the relatively low numbers of female executive officers, at U.S. public companies.

This brief essay (an edited version of my remarks offered at the University of Dayton School of Law’s symposium on "Perspectives on Gender and Business Ethics: Women in Corporate Governance") does not endeavor to add to the collective understanding of observed gender disparities in boardrooms and the C-suite — the senior …