However, the Court found that plaintiff failed to plead non-exculpated claims against the directors, as the factual allegations did not give rise to any inference that the directors acted in bad faith. The Court first addressed the applicable standard of review, holding that the complaint’s allegations supported a reasonable inference that the Board failed to act within the range of reasonableness under enhanced scrutiny. Plaintiff also asserted that Presidio’s financial advisor tipped BCP about the competing bid, enabling BCP to bid slightly higher to increase pressure, and thereby aiding and abetting the fiduciary breaches. Plaintiff claimed that the CEO favored a deal with BCP because BCP promised to retain company management, while the competing bidder did not. Plaintiff alleged that Presidio’s CEO, directors, and controlling stockholder breached their fiduciary duties by approving a merger with BCP when a competing bidder made a higher offer and by failing to make adequate disclosures to stockholders. The Court found that plaintiff adequately alleged that Presidio’s financial advisor and CEO “steered the sale process” toward a bidder who made an inferior offer, but that related claims against the board and controlling stockholder must be dismissed for failure to plead non-exculpated and money damages claims. of the City of Kansas City, Missouri Trust v. The suit was brought by a former Presidio stockholder in connection with BCP’s 2019 acquisition of Presidio. ![]() (“Presidio”), its directors, and its controlling stockholder, as well as aiding and abetting breach of fiduciary duty against its financial advisor and BC Partners Advisors LP (“BCP”). Travis Laster of the Delaware Court of Chancery denied in part a motion to dismiss class action claims for breach of fiduciary duty against the CEO and Chairman of Presidio, Inc.
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