RBC loses bid to overturn $76 million judgment over Rural/Metro sale

Mon Nov 30, 2015 11:51am EST
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By Tom Hals

Nov 30 (Reuters) - The Delaware Supreme Court upheld on Monday a ruling that RBC Capital Markets is liable for $76 million for its role in the 2011 sale of ambulance company Rural/Metro, which was found to have shortchanged investors.

The case has been closely watched on Wall Street because the 2014 ruling by the lower Court of Chancery exposed financial advisers on merger deals to potential liability for aiding a board that mishandles the sale of a company.

The lower court found RBC was liable for convincing the Rural/Metro board to rush into a $438 million buyout led by private equity firm Warburg Pincus.

RBC, a unit of Royal Bank of Canada, never disclosed it was also trying to win the more lucrative role of providing financing to Warburg.

"We agree with the trial court that the individual defendants breached their fiduciary duties by engaging in conduct that fell outside the range of reasonableness, and that this was a sufficient predicate for its finding of aiding and abetting liability against RBC," the court said in its 101-page opinion. The opinion was written by Justice Karen Valihura. (Reporting by Tom Hals in Wilmington, Del.; Editing by Matthew Lewis)