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Goldman Sachs Wins Dismissal of Aiding and Abetting Claim in Delaware Chancery Court

Paul, Weiss won a victory for Goldman Sachs at the Delaware Court of Chancery, when Vice Chancellor Joseph R. Slights III dismissed a claim that Goldman aided and abetted breaches of fiduciary duty in its role as a financial advisor to Genomic Health, Inc.

The suit arose out of Genomic’s acquisition by Exact Sciences Corp. in a transaction valued at $2.8 billion and overwhelmingly approved by Genomic stockholders. The plaintiff, a former Genomic stockholder, claimed that Genomic’s directors breached their fiduciary duties in approving the transaction and that Goldman aided and abetted the alleged breaches. The aiding and abetting allegations against Goldman were based principally on contentions that Goldman failed to timely disclose purported conflicts with the buyer, Exact Sciences.

In its decision, the court found that the “Complaint [did] not support a reasonable inference that Goldman was unable to deliver independent financial advice to the Board” and that “the Board’s decision to retain Goldman and rely on its expertise [could] not possibly evidence that the Board [had] failed to attempt to obtain the best sale price.” In addition, the court credited the inference that Goldman was retained “because of its long-standing relationship with Genomic and its extensive M&A experience,” not as a result of any alleged conflicts. The court also held that, because the plaintiff had failed to plead any predicate breach of fiduciary duty, her aiding and abetting claim against Goldman necessarily failed.

The Paul, Weiss team included litigation partners Dan Toal (who argued the motion to dismiss) and Geoffrey Chepiga, and counsel Caitlin Grusauskas and Daniel Mason.

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