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March 25, 2009


Hispanic Media buying

I'm sure that intent ia a requisite for finding bad faith and hence a duty of loyalty violation but there’s no case law authority and no policy reason to impose an additional test of utter failure to meet the duty or take action.

Daniel Ferris


Although the Lyondell directors were accused of breaching their fiduciary duties of care and loyalty, the Delaware Supreme Court did not consider the allegation that the directors breached their duty of care because Lyondell's charter included a provision intended to protect directors from personal liability resulting from breaches of the duty of care as permitted by Section 102(b)(7) of the Delaware General Corporation Law. Therefore, the only issue decided by the Delaware Supreme Court was whether the directors breached their duty of loyalty, which would have been the case had the Delaware Supreme Court found that the directors failed to act in good faith in connection with the Lyondell-Basell merger.

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