Lyondell Chemical Company v. Ryan involved a stockholder class action challenging a $13 billion cash merger of Lyondell with and into an acquisition subsidiary formed by Basell AF, a Luxembourg company.² The stockholder suit before the court alleged that the directors of Lyondell had breached their fiduciary duties of care and loyalty in reviewing and approving the merger.³ In a prior decision, the Court of Chancery had allowed certain claims against the directors to survive a summary judgment motion.⁴

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