Key takeaways:

• Delaware Court of Chancery holds that financial advisors can be liable for aiding and abetting the breach of target directors’ fiduciary duties even where the directors themselves are exculpated from monetary liability under the target company’s charter.
• Opinion highlights the gatekeeper role of sell-side financial advisors in helping their clients follow proper procedures in deciding to sell the company and in managing the sale process.
• Opinion provides important reminders of procedures that target companies and financial advisors should follow in order to limit litigation risk.