In Re Tibco Software Inc. Stockholders Litigation, C.A 10319-CB (October 20, 2015)

In this unusual factual circumstance, the Court denied a motion to dismiss a claim against an investment banker for aiding and abetting a board’s alleged breach of its duty to act with care.  Note that the board itself was dismissed because, even if it violated its duty of care, the exculpation clause in the corporate charter immunized it from liability.

This is not as unfair as it might seem to the investment banker who was alleged to not have told the board that the banker may have made a $100 million mistake in connection with the merger transaction that led to the claim. In short, investment bankers have potential exposures even when the boards they advise do not.