Delaware Court Of Chancery Declines To Dismiss Fiduciary Duty And Aiding And Abetting Claims After Applying Entire Fairness To Take-Private Transaction

On February 27, 2026, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery granted in part and denied in part defendants’ motions to dismiss in a putative stockholder class action challenging a $4 billion take-private transaction of a software company (the “Company”). In re EngageSmart, Inc. S’holder Litig., C.A. No. 2023-1093-JTL (Del Ch. Feb. 27, 2026). The Court held that the entire fairness test would apply to breach of fiduciary duty claims after finding the MFW safe harbor... By: A&O Shearman