Debevoise & Plimpton Special Committee Report Issue 9
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Key Takeaways:
- This issue of the Debevoise & Plimpton Special Committee Report surveys corporate transactions announced during the second half of 2024 that used special committees to manage conflicts and reviews key Delaware decisions during that same period ruling on issues relating to the use of special committees.
- The Report discusses several recent decisions from the Delaware courts involving aiding and abetting claims against financial advisors or acquirors, explaining why those parties are often attractive litigation targets and the requirements to state such a claim.
- The Report discusses a recent decision from the Delaware Supreme Court—which reversed a Court of Chancery decision finding a buyer liable for aiding and abetting a target company CEO’s breach of fiduciary duty—that may provide a measure of comfort to unaffiliated acquirors who do not “knowingly participate” in a target company fiduciary’s breach of fiduciary duty.