In Morgan v. Cash, the Delaware Chancery Court recently addressed whether a buyer aided and abetted an alleged breach of fiduciary duties by the selling company’s board of directors when the board approved a cash merger that resulted in the distribution of consideration only to the seller’s preferred stockholders and not to the common stockholders. The court dismissed the aiding and abetting claim, holding that a buyer in an arm’s length transaction is entitled to negotiate the price and is not duty bound to pay an amount that compensates the selling entity’s common stockholders.
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