![]() Of interest, the Court found that an advisor can be liable for aiding and abetting a breach of fiduciary duties without reference to the culpability of the individual directors if the advisor was conflicted and prevented the board from conducting a reasonable sales process in violation of the standard imposed on the board under Revlon. If disclosures to stockholders omit material information or are materially misleading, then the benefits afforded by Corwin will not apply, and as is demonstrated below, this can result in protracted litigation extending not just to directors but also to claims against advisors under aiding and abetting theories. In other words, a transaction that is voted on by a fully informed, uncoerced majority of disinterested stockholders can result in the business judgment rule applying rather than the more exacting standards outlined in Revlon. KKR Financial Holdings LLC, a disinterested stockholder vote can often “cleanse” alleged breaches of fiduciary duty if it is fully informed and uncoerced. ![]() Under the doctrine outlined by the Delaware Supreme Court in Corwin v. The Court’s decision on whether to grant each motion to dismiss hinged on whether the third party defendant “knowingly” participated in the Fresh Market board’s breach of its fiduciary duties by misleading the board or creating an information vacuum. (“Fresh Market”) by a group of Apollo entities (“Apollo”), while dismissing aiding and abetting claims against Fresh Market’s law firm and Apollo. Morgan Securities, LLC (“JPMorgan”) for its role in the 2016 merger/takeover of grocery store chain The Fresh Market, Inc. Berry allowed an aiding and abetting breach of fiduciary claim to proceed against financial advisor J.P. On June 1, the Delaware Chancery Court (the “Court”) in Morrison v.
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