## Facts

- Good Technology Corporation, a private enterprise mobility company, faced financial distress in early 2015 and pursued strategic alternatives, including a possible IPO or sale.
- The board retained J.P. Morgan Securities LLC as financial advisor for the process.
- Plaintiffs alleged certain directors held options and equity that would pay off only if the company achieved a sufficiently high valuation, creating incentives affecting negotiations and timing.
- Plaintiffs alleged J.P. Morgan had conflicts and steered the company away from an IPO and toward a sale, including alleged favoritism toward BlackBerry as a potential acquirer.
- Good and BlackBerry entered a merger agreement on September 4, 2015 for $425 million; stockholders approved by written consent, and the merger closed in October 2015.
- Former stockholders filed a class and derivative action against directors/officers, affiliated funds, and J.P. Morgan, asserting fiduciary-duty breaches in the sale process and aiding-and-abetting liability against the banker.
- Defendants sought permission to file summary judgment motions before full factual development.

## Issues

1. Whether the court should permit early summary judgment motions before discovery was sufficiently developed in a conflict- and process-driven sale-of-control dispute.
2. Whether the record at that stage showed no genuine disputes of material fact on the fiduciary-duty and aiding-and-abetting claims.

## Decision

- The court declined to authorize the requested early summary judgment motions.
- The court permitted the fiduciary-duty claims regarding the sale process and the aiding-and-abetting claim against the financial advisor to proceed for further factual development.
- The court reasoned that disputed questions about director motivations, process quality, and the advisor’s conduct could not be resolved on an underdeveloped record.

## Legal Principles

- Summary judgment is generally inappropriate where resolution depends on contested facts concerning intent, conflicts, and the quality of a sale process.
- In a sale-of-control setting, directors must pursue the best value reasonably available; alleged process failures and conflicts can require fact-intensive review rather than early dispositive resolution.
- Aiding-and-abetting liability may be viable against a financial advisor if well-pleaded facts, if proven, could show knowing participation in fiduciary breaches, including conflicted steering or improper dealings with a bidder.

## Conclusion

The Court of Chancery refused to allow early summary judgment because the challenged sale process and alleged conflicts presented fact-dependent disputes requiring additional discovery, leaving the fiduciary-duty and aiding-and-abetting claims to continue.


In re Good Tech. Corp. S'holder Litig., 2017 WL 2537347 (Del. Ch. May 18, 2017)