In re Columbia Pipeline Group, Inc. Merger Litigation

Summary

The Supreme Court of Delaware reversed the Court of Chancery’s judgment imposing approximately $200 million in aiding-and-abetting liability on TransCanada for alleged sale-process and disclosure breaches. The court held that a buyer may be liable for aiding and abetting a sell-side fiduciary breach only upon proof that it had actual knowledge of both the underlying breach and the wrongfulness of its own conduct, and concluded that the record did not satisfy that standard. The court also determined that TransCanada’s negotiation tactics, alleged Standstill violations, and reduction of its indicative offer did not establish knowing and substantial assistance in a fiduciary breach.