Clifford Chance

Delaware Supreme Court affirms damages award against target company’s banker

7 December 2015

Last week, in its decision in the Rural Metro case, the Delaware Supreme Court upheld a $75.8 million damages award against the financial adviser to the target company in an all-cash third party buyout.  The Court found the financial adviser liable for aiding and abetting breaches of fiduciary duties by the target company’s directors, even though the directors themselves could not have been liable in damages for those breaches because of standard statutorily-authorized exculpatory clauses in the target company’s charter.

Download PDF