The Delaware Court of Chancery recently made a series of rulings
that underscore the importance of oversight by directors in
performing their fiduciary duty of care, particularly as it
pertains to financial advisors and their potential conflicts. The
decisions highlight the importance of directors being proactive in
overseeing their financial advisors, including by requiring that
they identify and address conflicts, as well as avoid creating
potential informational deficits that exist or that may arise. The
decisions likewise reinforce a concept raised in the recent
Rural/Metro decision, namely, that financial advisors must
ensure that directors are fully apprised of and able to scrutinize
the financial advisor's potential conflicts, or they risk
potential liability for aiding and abetting directors' breaches
of fiduciary duty. Moreover, these decisions indicate that
financial advisors should try to ensure that directors are
performing their oversight function, or such
