M&A Financial Advisor Liability: Lessons from Recent Delaware Rulings

Navigating Aiding and Abetting Breach of Fiduciary Duty Claims, M&A Litigation Settlements and Fee Awards, and More

Recording of a 90-minute premium CLE webinar with Q&A

Conducted on Thursday, July 31, 2014

Recorded event now available

or call 1-800-926-7926
Course Materials

This CLE course will provide M&A deal and litigation counsel and counsel to M&A financial advisors with a detailed review of the latest Delaware developments regarding the potential liability of financial advisors for aiding and abetting breach of fiduciary duty claims, M&A litigation settlements and fee awards, the role of financial advisors, and more.


Financial advisors play a key role in assisting companies in their evaluation and implementation of M&A transactions. Given advisors' significant role, boards of directors of corporations considering engaging in an M&A deal must take appropriate steps to address potential advisor conflicts of interest as part of their efforts to maximize value for stockholders.

Recent opinions issued by the Delaware courts have addressed the risk of liability for financial advisors and boards of directors in M&A deals, particularly where conflicts of interest are not adequately disclosed or addressed. Other recent decisions have provided insights into the way the Delaware courts are evaluating settlements of M&A litigation.

Listen as our panel of accomplished attorneys draws on their M&A and litigation experience representing companies and their financial advisors to discuss recent Delaware decisions addressing the role of financial advisors in M&A deals, including cases on aiding and abetting liability, M&A litigation settlements, and fairness opinions.



  1. Recent trends in judicial perspectives on fee awards and M&A litigation settlements
    1. Revisiting the fee awards outlined in Sauer-Danfoss
    2. Judicial scrutiny of disclosure-only settlements
  2. Potential impact of Rural/Metro, Chen v. Howard-Anderson and other recent Delaware decisions
    1. Potential gatekeeper implications for claims of aiding and abetting breach of fiduciary duty claims
    2. Evolving Revlon standards
    3. Disclosure practices
    4. Other issues related to financial advisors and M&A litigation


The panel will review these and other key questions:

  • How should counsel advise directors regarding fiduciary duties and the Revlon standard in connection with M&A deals?
  • What is the potential liability of third parties, such as financial advisors, in advising boards of directors?
  • What are some best practices for addressing potential conflicts of interest with financial advisors?
  • What are the more recent developments in Delaware involving disclosure-only settlements and fee awards?


Miller, Kevin
Kevin Miller

Alston & Bird

Mr. Miller is a Partner in Alston & Bird's Corporate Transactions & Securities Group, head of the...  |  Read More

Steven M. Haas
Steven M. Haas

Hunton & Williams

Mr. Haas regularly counsels publicly traded corporations, privately-held businesses and boards of directors on...  |  Read More

Blake Rohrbacher
Blake Rohrbacher

Richards Layton & Finger

He focuses his practice on litigation and advisory and transactional matters relating to Delaware corporations and...  |  Read More

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