Acquiror aiding and abetting liability
The opinion speaks to a multitude of issues, but we focus on the breach of fiduciary duty and aiding and abetting liability claims in this update. The scienter requirement of an aiding and abetting claim is defendant of insulation from liability by employing a defendant-friendly standard that. Plaintiffs contended that Avago, the acquiror, Deutsche Bank Securities (“Deutsche”), the. Board's financial advisor, and Potomac Capital. Q MARTINGALE BETTING
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Although each opinion and ruling independently could be the subject of a detailed memorandum, in light of the multiple issues addressed by the Court in a compressed period, we provide a short summary of each.
|Acquiror aiding and abetting liability||For more, click here. The Court therefore refused to dismiss claims that the deal protection measures were unreasonable and that the directors acted in bad faith in agreeing to them. No one should, or is entitled to, rely in any manner on any of the information at this site. The Supreme Court disagreed, finding that the record showed that the company was for sale from the outset. Target bankers can also be helpful as information conduits. However, the Supreme Court was careful to disavow the Court of Chancery's statements that financial advisors are "gatekeepers" for the board, stating that such an amorphous term would inappropriately expand the acquiror aiding and abetting liability of a financial advisor so that any failure by a financial advisor to prevent directors from beaching their duty of care could give rise to an aiding and abetting claim. Among other things, the court noted that there was no exploration of other strategic alternatives, the financial advisors understood that they were being hired for a sell-side engagement, the special committee had authorized the negotiation of the sale of the company at an early stage in the process, and, although the board was not initially aware of the special committee's authorization of the sale of the company, the board ultimately purported to ratify the special committee's actions.|
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|Acquiror aiding and abetting liability||Prior results do not guarantee a similar outcome. On appeal, the defendant argued that acquiror aiding and abetting liability such period the company was merely exploring strategic alternatives and that the business judgment rule-not Revlon-applied. Key takeaways from the Supreme Court's opinion include the following: Where directors breach their fiduciary duties under Revlon by engaging read more conduct outside the range of reasonableness, such breach is a sufficient predicate for post-closing third-party aiding and abetting liability, even if the underlying breach would not result in monetary liability for directors. If buyers are not allowed to assume that a CEO is reporting all contacts with bidders evenhandedly to the board, and discussing with bidders only what the board wishes the CEO to discuss, it may be best for buyers to institute the sort of limitations on contacts with the management that a board will often dictate on its own. The Court first held that, because the release obligation was not mentioned in the merger agreement, it was not supported by consideration and could not be a condition to receiving the merger consideration.|
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