M&A Ruling Shows Importance Of Informing Target Boards

Law360 (June 19, 2020, 6:16 PM EDT) -- In an important decision for M&A professionals and other board advisers, the Delaware Court of Chancery in Morrison v. Berry addressed a stockholder plaintiff's claims that the target board's financial adviser and law firm, as well as the private equity buyer, aided and abetted a breach of fiduciary duty by the target board in connection with a take-private merger.[1]

While the claim against the financial adviser was allowed to proceed, the claims against the law firm and buyer were dismissed. These diverging results provide early guidance as to when the Delaware courts will and when they will not dismiss aiding and...

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