The directors of Rural Metro Corporation were contacted late in 2010 by financial advisors at RBC Capital
Question:
The directors of Rural Metro Corporation were contacted late in 2010 by financial advisors at RBC Capital Markets (RBC) to discuss a merger opportunty resulting from the sale of its competitor, Emergency Medical Services (EMS). Private equity firms were offering to buy EMS, and RBC thought that these same buyers might want to purchase Rural Metro Corporation as well. RBC did not disclose to Rural that it intended to provide financing to potential buyers for which RBC would surely earn financing fees. Rural hired RBC and Moelis and Co. (MC) as financial advisors for any potential sale. Based on the fairness opinions of RBC and MC, the rural board approved an offer of $17.25 per share. Rural shareholders sued its directors for breach of fiduciary duties and the aiding and abetting of that breach by RBC and MC. Did the Rural directors breach their fiduciary duty when they relied on RBC and MC when RBC, unlike other investment banks had no standing fairness committee, but instead permitted their recommendation to be based on the opinion of any managing director of RBC who happened to be available at the time of the request for review of the offer? If "yes", did the financial advisors aid and abet the breach? In re, Rural Metro Corporation Stockholders Litigation, Court of Chancery of Delaware 88 A 3d 54 (Del. Ch. 2014). [United States v. H&R Block, 833 F. Supp. 2d 36; 2011 U.S. Dist. LEXIS 130219.]
CorporationA Corporation is a legal form of business that is separate from its owner. In other words, a corporation is a business or organization formed by a group of people, and its right and liabilities separate from those of the individuals involved. It may...
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Dynamic Business Law The Essentials
ISBN: 978-1259917103
4th edition
Authors: Nancy Kubasek, Neil Browne, Daniel Herron