Delaware Supreme Court Affirms Director Protection in M&A Transactions

Yesterday, the Delaware Supreme Court reversed the controversial decision by the Delaware Chancery Court in Lyondell Chemical Company v. Ryan. In so holding, the Supreme Court has reaffirmed the vitality of the director exculpation provisions contained in the charters of most Delaware corporations in the context of merger and acquisition transactions. A brief memorandum describing the case and the Supreme Court’s decision is below.