Directors’ Fiduciary Duties in Approving Mergers

On July 28, 2016, the Delaware Court of Chancery held that stockholders of Riverstone National, Inc. had adequately stated a breach of fiduciary duty claim against the company’s directors who approved a merger that extinguished threatened derivative claims against them. The court concluded that the plaintiffs had sufficiently rebutted the business judgment rule and stated claims under “entire fairness” review because they alleged that a majority of Riverstone’s directors had usurped a corporate opportunity by personally investing $4.65 million in other companies operating in Riverstone’s general line of business, knew that Riverstone’s shareholders were investigating potential derivative claims against them in connection with those investments, and nonetheless proceeded to negotiate a sale of the company for $94 million to an acquirer that agreed not to pursue any litigation against them, including, by implication, the threatened usurpation claims. In re Riverstone is a cautionary reminder to directors that self-interested motives for negotiating mergers and other transactions will be subject to enhanced scrutiny, and may even lead to personal liability in the event directors are found to have acted disloyally to their shareholders.

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