Answers Corporation’s 30% shareholder wanted to unload its stake and told the company’s management team that they’d all be fired if they didn’t find an acquiror. The managers got on it and found a potential buyer, AFCV, which made a couple of offers. It then became apparent that Answers’ operating results were looking up – to the point where it appeared that the company might be worth more than AFCV’s best offer per share. The sale to AFCV was consummated quickly, to the disgust of the plaintiff shareholders in Re Answers Corp Shareholder Litigation, 2012 Del Ch LEXIS 76.
Chancellor Noble of the Delaware chancery court declined to strike the claim that the Answers board had acted in bad faith in approving the speedy union with AFCV, also leaving open the possibility that the acquiror may have aided and abetted a breach of the Answers directors’ fiduciary duties. The chancellor cast some doubt on the proposition that an aiding and abetting claim could be predicated on a director’s breach of a duty of care, but left that for trial as well.