Aiding and Abetting

News & Analysis as of

Bridging the Week - September 2014

CFTC Sues Lawyer in Federal Court for Aiding and Abetting Clients’ Legal Violations - Jay Grossman, a Florida-based attorney, was sued by the Commodity Futures Trading Commission in a federal court in Florida for...more

Defendants Owed No Duty, But Still Liable

In Am. Master Lease Llc v. Idanta, 2014 Cal. App. LEXIS 402 (Cal. Ct. App. 2014), the Second District Court of Appeal resolved the following four questions...more

In re Rural Metro Corp. S'holders Litig., C.A. No. 6350-VCL (Del. Ch. Mar. 7, 2014) (Laster, V.C.)

In this post-trial decision, the Court of Chancery held a financial advisor liable for aiding and abetting breaches of fiduciary duty by a target board in the sale of the company. The Court concluded that the financial...more

Delaware Court Holds Investment Banker Liable for Aiding and Abetting Buyout Target Board’s Breach of Fiduciary Duty

The Delaware Chancery Court recently held a respected investment banking firm liable for aiding and abetting breaches of fiduciary duty by the target company board in connection with an allegedly flawed sale process. The...more

Financial Advisor Found Liable for Aiding and Abetting Director Breaches of Fiduciary Duties in Connection With Cash-Out Merger -...

In a 91-page post-trial decision, Chancellor Travis Laster found RBC Capital Markets LLC (“RBC”) liable for aiding and abetting breaches of fiduciary duty in connection with RBC’s role as a financial advisor in the 2011 $438...more

Delaware Court of Chancery Finds Financial Advisor Liable for Aiding and Abetting Breaches of Fiduciary Duty

In a much-anticipated, 91-page post-trial opinion issued on March 7, 2014, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery held in In re Rural Metro Corporation Stockholders Litigation that the lead...more

M&A Update: The “Gatekeepers”: Delaware Court Holds Conflicted Financial Advisor Liable For Aiding And Abetting Breach Of...

Delaware courts have increasingly shined a spotlight on what they consider to be conflicts of interest for sell-side financial advisors. On March 7th, the Delaware Chancery Court hit these conflicts with a laser beam. In a...more

In the Rural/Metro Decision, Delaware Court Emphasizes Conflicts of Interest in Finding Breaches of Fiduciary Duties

Citing various conflicts of interests involving management, board members and financial advisors, Vice Chancellor Laster of the Delaware Court of Chancery found that the Board of Directors of Rural/Metro Corporation (“Rural”)...more

Financial Advisor Liable for Aiding and Abetting Buyout Target Board’s Breach of Fiduciary Duty

On March 7, the Delaware Court of Chancery published a post-trial opinion in In Re Rural Metro Corporation Stockholders Litigation (Rural Metro) finding Rural/Metro’s financial advisor RBC liable for aiding and abetting the...more

Complex Litigation Update: SCOTUS Allows Plaintiffs’ State-Law Class Actions Against Law Firms, Financial Firms, and Others to...

On Wednesday of last week, the Supreme Court of the United States issued a 7-2 decision affirming a Fifth Circuit ruling permitting four state-law class actions to proceed against two New York law firms and others in a matter...more

The Sell Decision: Aiding, Abetting Liability Not Added

In Sell v. Gama, the Arizona Supreme Court held that the Arizona Securities Act (the “ASA”) does not authorize a secondary liability claim for aiding and abetting another’s primary securities fraud. In so holding, the...more

Zimmerman v. Crothall, C.A. No. 6001-VCP (Del. Ch. Oct. 14, 2013) (Parsons, V.C.)

This memorandum opinion addressed several post-trial motions in a derivative action pursuant to which the plaintiff and unitholder, Zimmerman, sued nominal defendant, Adhezion Biomedical, LLC (“Adhezion”), certain of...more

New Jersey Appellate Division Holds Aider And Abettor Liability Can Be Imposed On A Supervisor For His Or Her Own Affirmative...

In Rowan v. Hartford Plaza Ltd., 2013 WL 1350095 (N.J. App. Div. Apr. 5, 2013) (unpub.), the New Jersey Appellate Division held—in an unpublished opinion—that individual supervisors are subject to “aiding and abetting”...more

Appellate Court in New Jersey Imposes a Limited Duty of Care on Texters in Connection with Personal Injury Matters

In Kubert v. Best (Superior Court of New Jersey, App. Div. Docket No. A-1128-12T4, approved for publication August 27, 2013), the court held that an individual texter who knows or has a reason to know that the recipient of...more

9-0 Supreme Court Victory for Shell in Alien Tort Statute Case

In what The New York Times has called “the most important business decision of the current term,” Quinn Emanuel obtained a landmark 9-0 victory for Shell Oil in the U.S. Supreme Court in Kiobel v. Royal Dutch Petroleum Co.,...more

Court Holds Aiding And Abetting Liability Requires Material Assistance In The Violation

Corporations Code Section 25401 is the general anti-fraud provision of the Corporate Securities Law of 1968. Section 25504.1 makes a person jointly and severally liable for a violation of Section 25401 if that person...more

US Court Orders Wegelin to Pay a Total Penalty of $74 Million

As has been widely reported, the United States District Court for the Southern District of New York sentenced Wegelin & Co, the oldest Swiss private bank, to pay an additional $58 million after it admitted to helping wealthy...more

SEC And FBI Try To Ketchup To Heinz Insider Traders

In the latest development in an SEC lawsuit filed Friday, February 15, U.S. District Judge Rakoff extended a freeze on a Swiss Goldman Sachs account linked to possible insider trading in H.J. Heinz Company call options. The...more

A Roadmap for Audit Committees in Meeting the Challenges Posed by Enhanced Regulatory Scrutiny Under the Dodd-Frank Act

Audit committees must aid management in navigating an increasingly complex regulatory framework. Two recent developments arising from the passage and implementation of the Dodd-Frank Act have led to further challenges for...more

Arizona Supreme Court Follows Central Bank: No Implied Private Right Of Action For Aiding And Abetting Securities Fraud Under The...

Earlier today, in a case titled Sell v. Sewell, et al. (No. CV-12-0211-PR), the Arizona Supreme Court ruled that there is no implied private right of action for aiding and abetting securities fraud under the Arizona...more

The United States Court of Appeals for the Second Circuit Rejects Aiding and Abetting Liability for Civil Damage Claims Under the...

The United States Court of Appeals for the Second Circuit issued an opinion on February 14, 2013, holding that the civil liability provision of the Anti-Terrorism Act of 1990, 18 U.S.C.§ 2333(a) (the “ATA”) does not permit...more

In re BJ’s Wholesale Club, Inc. S’holders Litig., C.A. No. 6623-VCN (Del. Ch. Jan. 31, 2013) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery granted defendants’ motion to dismiss with respect to plaintiffs’ breach of fiduciary duty and aiding and abetting claims relating to a going private transaction. The Court’s...more

Software Developer Accused Of Aiding And Abetting Illegal Gambling

On January 8, 2013, the Supreme Court of the State of New York conducted a hearing in a criminal case that may cause concern among software developers whose software could be used for illegal activities. ...more

Delaware Court Permits Shareholder Damages Suit Against Novell Inc. Board To Continue - Alleged Lack of Board Impartiality in...

In a January 3, 2013 decision, the Delaware Court of Chancery declined to dismiss a shareholder class action lawsuit that claimed the Board of Novell Inc. breached its fiduciary duty in allowing a $2.2 billion sale of Novell...more

Bank Liability to Non-Customers in a Ponzi Scheme

The morning news reports flashes a report that your customer was actually a Ponzi scheme and defrauded numerous people. Of course, this is terrible news for the innocent victims, but, you ask yourself, could my bank be...more

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