The Delaware Court of Chancery, in Mark Jacobs v. Mohsin Y. Meghji, et al. and Infrastructure & Energy Alternatives, Inc., C.A. No. 2019-1022-MTZ, memo. op. (Del. Ch. Oct. 8, 2020), found no reasonable inference that an investor who bargained at arm’s length knowingly participated in directors’ alleged breach of fiduciary duty, regardless of whether the investor knew its proposal was inferior to a competing offer.

Morris James discusses the decision in Court of Chancery Dismisses Claim of Aiding and Abetting Against a Minority Stockholder.