The Delaware Court of Chancery has found the Board of Directors of Rural/Metro Corporation breached its fiduciary duties to its shareholders in its 2011 sale. The Court also found the company’s lead adviser liable for aiding and abetting the breach.
The Rural Board was subject to undisclosed conflicts and failed to probe the company’s lead adviser for additional potential conflicts.
This case and prior high profile cases of conflict, such as the Del Monte and El Paso cases, should alert boards to be vigilant.