Pennsylvania — Attorney Liability, Key Points: Liability for aiding and
abetting a breach of a fiduciary duty has never been imposed on an attorney in Pennsylvania who merely provided legal representation to his client.
As for the breach of fiduciary duty, Justice Perell decided that the plaintiffs» claims for breach of fiduciary duty and aiding or
abetting a breach of fiduciary duty should not be certified, and those claims should be dismissed.
May a corporate lawyer and his law firm be sued in Delaware as to claims arising out
of their actions in providing advice and services to a Delaware public corporation, its directors, and its managers regarding matters
of Delaware corporate law when the lawyer and law firm: i) prepared and delivered to Delaware for filing a certificate amendment under challenge in the lawsuit; ii) advertise themselves as being able to provide coast - to - coast legal services and as experts in matters
of corporate governance; iii) provided legal advice on a range
of Delaware law matters at issue in the lawsuit; iv) undertook to direct the defense
of the lawsuit; and v) face well - pled allegations
of having aided and
abetted the top managers
of the corporation in
breaching their
fiduciary duties by entrenching and enriching themselves at the expense
of the corporation and its public stockholders?