Conflicts of interest in M&A transactions – What’s your board’s role?
Abstract: When a company is acquired, its board of directors should identify and respond to actual or potential conflicts of interest on the part of the company’s investment bankers or other financial advisors. This is one of the lessons gleaned from the influential Delaware Supreme Court’s decision in 2015, RBC Capital Markets, LLC v. Jervis (the Rural/Metro case). This article reviews guidelines for financial advisors offered by the case. A sidebar explains how exculpatory clauses can protect directors from personal liability.