Conflicted Controller Transactions and Aiding-And-Abetting Liability in Private Equity Deals: New Insights from Delaware
In a complex opinion ( In re EngageSmart ) stemming from an acquisition and going-private transaction, the Delaware Court of Chancery declined to dismiss breach of fiduciary duty claims against the controlling shareholder (General Atlantic) and directors of a target company (EngageSmart), and aiding-and-abetting claims against the financial advisor (Goldman
