A Second Look at the Decision in Chen v. Howard-Anderson
Much has been written about the Court of Chancery's recent opinion in Chen v. Howard-Anderson, 87 A.3d 648 (Del. Ch. 2014), in which Vice Chancellor J. Travis Laster suggested, among other things, that the appropriate inquiry in determining whether directors are entitled in the context of a change of control transaction to claim the protection of an exculpatory clause in a corporation's certificate of incorporation is broader than the "conscious disregard" standard applied by the Delaware Supreme Court in Lyondell Chemical v. Ryan, 970 A.2d 235 (Del. 2009).