In Shandler v DLJ Merchant Banking, Inc, a recent Delaware Court of Chancery decision, the court refused to apply the choice of law provision in an investment bank's engagement letter to a claim alleging that the investment bank had aided and abetted a breach of fiduciary. Noting that the choice of Ohio law would have been outcome determinative (Ohio law does not appear to recognize claims for aiding and abetting a breach of fiduciary duty, and the application of Ohio law would have required the dismissal of that claim against the investment bank), the Delaware court held that Delaware had the strongest interest when the claim was that a third party had been knowingly complicitous in a breach of fiduciary duty against a Delaware entity. This case is discussed further in a blog posted by Alston & Bird in