Richards Layton & Finger

Revisiting the Special Committee Process: 'In re Southern Peru Copper Corporation'

November 30, 2011

The Delaware Court of Chancery’s post-trial opinion in In re Southern Peru Copper Corporation is perhaps most notable for the staggering damages award—$1.263 billion—against the controlling stockholder defendants for breach of the duty of loyalty in a transaction subject to entire fairness review. Although the court had dismissed the members of the special committee at an earlier stage of the proceedings, the opinion contains important guidance for special committees considering a controlling stockholder transaction.