Jacobs v. Akademos, Inc.

Summary

The Supreme Court of Delaware affirmed the Court of Chancery’s judgment that the transaction was entirely fair to Akademos’s common stockholders and that the KV Fund did not aid and abet any fiduciary breach. The Court held that entire fairness is a unitary inquiry requiring scrutiny of both fair dealing and fair price, although fair price may be the paramount consideration. Because the Court of Chancery considered the evidence as a whole and made factual findings supporting fair dealing, its judgment was affirmed.