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
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.
Outline
- Recent trends in judicial perspectives on fee awards and M&A litigation settlements
- Revisiting the fee awards outlined in Sauer-Danfoss
- Judicial scrutiny of disclosure-only settlements
- Potential impact of Rural/Metro, Chen v. Howard-Anderson and other recent Delaware decisions
- Potential gatekeeper implications for claims of aiding and abetting breach of fiduciary duty claims
- Evolving Revlon standards
- Disclosure practices
- Other issues related to financial advisors and M&A litigation
Benefits
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?
Faculty
Kevin Miller
Partner
Alston & Bird
Mr. Miller is a Partner in Alston & Bird's Corporate Transactions & Securities Group, head of the... | Read More
Mr. Miller is a Partner in Alston & Bird's Corporate Transactions & Securities Group, head of the firm's Financial Advisors Practice, and the co-head of the firm's M&A Practice Quality Team. He is a frequent author and speaker on M&A topics, including recent legal and regulatory developments, fairness opinions, and stapled finance and the role of investment bankers.
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Steven M. Haas
Partner
Hunton & Williams
Mr. Haas regularly counsels publicly traded corporations, privately-held businesses and boards of directors on... | Read More
Mr. Haas regularly counsels publicly traded corporations, privately-held businesses and boards of directors on corporate governance issues, including shareholder meeting disputes, internal investigations and fiduciary duty litigation. He authored chapters on stockholder rights and director duties in the treatise Corporate Governance: Law and Practice and is a speaker on corporate governance and M&A issues.
CloseBlake Rohrbacher
Director
Richards Layton & Finger
He focuses his practice on litigation and advisory and transactional matters relating to Delaware corporations and... | Read More
He focuses his practice on litigation and advisory and transactional matters relating to Delaware corporations and alternative entities. He litigates corporate control, governance, M&A, fiduciary, statutory and contractual disputes in the Delaware Court of Chancery and the Delaware Supreme Court. He is a contributing author to The Delaware Law of Corporations and Business Organizations.
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