"Rural/Metro: Aiding & Abetting Breach Claims Now"

Monday, March 14, 2016

2:00 - 2:45 pm, eastern [archive and transcript to follow]

Course Materials

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The Delaware Supreme Court issued its highly anticipated opinion in RBC v. Jervis (aka "Rural/Metro") on November 30th, affirming the principal legal holdings of the Delaware Court of Chancery in finding one of Rural/Metro's financial advisors liable for aiding and abetting breaches of fiduciary duty by the Rural/Metro board. Our panel will discuss the most significant legal aspects and implications of the Rural/Metro decision, as well as key takeaways from the Delaware Supreme Court's opinion.

Join these experienced M&A attorneys:

• Brad Davey, Partner, Potter Anderson Corroon LLP
• Kevin Miller, Partner, Alston & Bird LLP
• Blake Rohrbacher, Director, Richards Layton & Finger, PA

Key topics will include:

• What were the principal legal holdings of the Delaware Court of Chancery affirmed by the Delaware Supreme Court?
• What are the implications of applying the Revlon reasonableness standard for purposes of evaluating whether the board breached its fiduciary duty?
• What is the effect of the Delaware Supreme Court's definition of scienter for purposes of evaluating whether a defendant knowingly participated in a board's breach of fiduciary duty?
• What are the potential implications of the Delaware Supreme Court's decision with respect to the potential liability of executive officers for breaches of fiduciary duty in connection with M&A transactions?
• What should financial advisors be doing differently in light of the Rural/Metro decision and other developments (e.g., Chief Justice Strine's article on "Documenting the Deal")?

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