The Delaware Court of Chancery, in In re Oracle Corp. Derivative Litigation, C.A. No. 2017-0337-SG (consol.), memo. op. (Del. Ch. June 22, 2020), dismissed claims alleging that officers of an acquisition target aided and abetted breaches of duty by the acquirer’s directors and officers by failing to disclose information suggesting the acquirer’s deal process was tainted by self-interest, finding that the information was available to the acquirer’s board before the transaction closed.
NEW: Frank Reynolds discusses the decision in Chancery nixes aiding and abetting liability for execs accused of helping set inflated price for NetSuite.
Shearman & Sterling discusses the decision in Delaware Court Of Chancery Grants Motion To Dismiss Holding That Fiduciaries Of Acquired Entity Did Not Aid And Abet Alleged Fiduciary Breaches By Acquirer.
$$$ Law360 discusses the decision in NetSuite Execs Escape Suit Over $9.3B Oracle Merger.
Stinson discusses the decision in Can Target Fiduciaries Aid and Abet an Acquirer’s Board for Breach of Fiduciary Duty?