Lyondell Chemical Co. v. Ryan

BERGER, Justice.

We accepted this interlocutory appeal to consider a claim that directors failed to act in good faith in conducting the sale of their company. The Court of Chancery decided that “unexplained inaction” permits a reasonable inference that the directors may have consciously disregarded their fiduciary duties. The trial court expressed concern about the speed with which the transaction was consummated; the directors’ failure to negotiate better terms; and them failure to seek potentially superior deals. But the record establishes that the directors were disinterested and…