Client Alerts

Court of Chancery Addresses Monetary Liability of Directors in Follow-On Rural/Metro Opinion

In an opinion issued earlier this year, the Court of Chancery held RBC Capital Markets, LLC liable to stockholders of Rural/Metro Corporation for aiding and abetting the Rural directors’ breaches of fiduciary duties in connection with the sale of Rural to Warburg Pincus LLC. Last week, the Court issued a subsequent opinion determining the amount of damages suffered by the stockholder class and addressing RBC’s claims for contribution against its former co-defendants, who had previously settled with plaintiffs. Although the majority of the Court’s analysis is focused on the law of contribution, part of the Court’s analysis turns on whether the directors would have been monetarily liable despite the exculpation provision in Rural’s charter.

Click here to download the Morris Nichols analysis of the opinion.

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