Target Directors' Potential Bad Faith and Buyer's Potential Aiding and Abetting

摘要

In In re Answers Corp. Shareholders Litigation, the Delaware Court of Chancery denied the target company's directors' motion to dismiss claims of breaches of fiduciary duty after finding that plaintiffs adequately pled that all the directors breached their duty of loyalty because they either were interested in the merger (due to employment or liquidity concerns) or acted in bad faith by agreeing to expedite the sales process in order to enter quickly into the merger agreement before public stockholders appreciated the company's improving prospects.