Anadarko Petroleum Corp. v. Panhandle Eastern Corp.

WALSH, Justice:

This is an appeal from a decision of the Court of Chancery granting summary judgment against Anadarko Petroleum Corporation (“Anadarko”) in its suit against three of its former directors and its former parent, Panhandle Eastern Corporation (“Panhandle”), for an alleged breach of fiduciary duty in modifying certain contracts, the so-called disputed agreements, between Anadarko and Panhandle. The lawsuit arises from a spin-off of Panhandle’s wholly-owned subsidiary, Anadarko, through a stock dividend. After the stock dividend was declared but prior to the date of distribution,…