Del. Supreme Court Clarifies Elements of Aiding and Abetting Claims Against Third-Party Buyers
July 2, 2025
Publication| Corporate & Chancery Litigation| Corporate Governance| Corporate Transactions| Mergers & Acquisitions| Transactional Committees
Aiding and abetting claims against arm’s-length third parties have often been described as some of the most difficult claims to prove under Delaware law. Despite this truism, in two recent post-trial opinions—In re Mindbody Stockholder Litigation and In re Columbia Pipeline Group Merger Litigation—the Delaware Court of Chancery held third-party buyers liable for aiding and abetting breaches of fiduciary duty by officers and directors of the selling company. The Delaware Supreme Court has now reversed both Mindbody and Columbia Pipeline and, in so doing, has reconfirmed that, in most instances, the bar for successfully proving an aiding and abetting claim against a third-party buyer remains quite high.