UNIVERSAL PROXY AND “HORIZONTAL” CONFLICTS – FILLING IN THE (LARGE) DISCLOSURE GAPS
There is reason to believe the SEC’s new universal proxy Rule 14a-19 will result in more stockholder nominees being elected to the boards of public companies.
There is reason to believe the SEC’s new universal proxy Rule 14a-19 will result in more stockholder nominees being elected to the boards of public companies. …
Aiding and abetting claims against a buyer for a target’s breach of fiduciary duties are meant to be rare, given the “long-standing rule that arm’s-length bargaining is privileged and does not, absent actual collusion and facilitation of fiduciary wrongdoing, constitute aiding and abetting . . .” (emphasis added). Yet to survive a motion to dismiss, plaintiff must show only that it is “reasonably conceivable” that buyer “knowingly participated” in the breach of fiduciary duties. This may explain why there were at least three cases last year in which aiding and abetting claims against buyer survived a motion to dismiss.
Continue Reading Buyers Beware – Aiding and Abetting Claims Based on Target’s Proxy Disclosure