IN RE MULTIPLAN CORP. STOCKHOLDERS LITIGATION, 268 A.3d 784

Summary

HOLDINGS: [1]-In an action arising from a merger involving special purpose acquisition company (SPAC), plaintiffs' breach of fiduciary duty claims against corporate directors of the SPAC were viable, as the complaint contained well-pleaded allegations that false and misleading disclosures impaired Class A stockholders' exercise of their option to redeem; [2]-The entire fairness standard of review applied due to inherent conflicts between the SPAC's fiduciaries and public stockholders in the context of a value-decreasing transaction; [3]-An LLC retained as a financial advisor was not an independent third-party advisor but an entity controlled by the SPAC's controlling stockholder to (allegedly) provide a "patina of financial analysis"; the motions to dismiss were therefore denied with regard to a claim of aiding and abetting breaches of fiduciary duty.