RRD Partners Successfully Defended Board Member Against Claims of Violating Fiduciary Duty

Jack Barrett and Lou Rizzo recently represented a board member of a publicly held company who was claimed to have violated his fiduciary duties in connection with the lead-up to a merger, claiming millions of dollars in alleged damages. Mr. Barrett and Mr. Rizzo obtained a defense verdict at the trial court level and judgment in favor of the defense was recently affirmed by the U.S. Court of Appeals for the Third Circuit.

The case involved the application of the business judgment rule under Delaware law applicable to directors of corporations. The appellate court agreed with the trial court’s ruling that the director’s actions and decision comported with that standard and rejected the plaintiff’s argument that a more rigorous standard of review should be applied to the director’s conduct.