Novel theories by plaintiffs' lawyers need to foster novel
approaches by M&A lawyers.
A number of recent cases highlight the increasing risks for
financial advisors and the lawyers who represent them. Financial
advisors, and the lawyers who represent them, should be cognizant
of these recent developments and heed their lessons as they work on
transactions.
1. Rural/Metro
In a case awaiting decision in the Delaware Court of Chancery,
Rural/Metro Corp. stockholders are suing the company's initial
financial advisor on a theory of aiding and abetting the
Rural/Metro board's breach of its fiduciary duties. Both the
company's second financial advisor involved in the deal as well
as the Rural/Metro board settled without admitting or denying any
wrongdoing, leaving the initial financial advisor as the sole
defendant. Financial advisors should be aware of this case because
any success on the part of the plaintiffs could open up new
obligations and potential avenues of
