Lessons For Boards Of Directors In Considering Acquisition Proposals: New Decision Sheds Further Light On Revlon And Omnicare Duties


On July 29, 2008, the Delaware Chancery Court issued a ruling in connection with Basell AF?s December 2007 acquisition of Lyondell Chemical Company. Basell acquired Lyondell for $48 per share ($13 billion) in cash, which represented a 45% premium over Lyondell?s stock price prior to public knowledge of Basell?s interest in acquiring the company and a 20% premium over the stock price prior to the announcement of the entry into a merger agreement. The merger was overwhelmingly approved by the Lyondell stockholders voting on the transaction. Surviving the acquisition, however, was a stockholder class action challenging the actions of Lyondell?s board of directors in connection with the transaction.

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