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Cleary Gottlieb Discusses Delaware Chancery’s Refusal to Dismiss Aiding, Abetting in De-SPAC Transaction

The Delaware Court of Chancery refused to dismiss a claim that Jefferies, the financial advisor to Forum III, aided and abetted fiduciary breaches in a de‑SPAC merger. The court applied the Dole factors, inferring that Jefferies knowingly participated by preparing board materials while possessing conflicting information from a prior SF Motors engagement. By treating Jefferies as a unitary actor, the decision expands potential liability for advisors who contribute to misleading proxy statements. The ruling underscores heightened litigation risk for financial advisors in M&A transactions, especially where conflicts or information firewalls are unclear.