https://corpgov.law.harvard.edu/2016/02/11/top-ma-developments-and-trends-for-2016/

Excerpt:

"Big things can come in small packages: no gatekeeper liability for advisors

Late last year, the Delaware Supreme Court upheld rulings finding a financial advisor liable for approximately $76 million in damages for aiding and abetting breaches of fiduciary duties by former directors of Rural/Metro in connection with the company’s 2011 sale to a private equity fund. Despite finding that the financial advisor was liable for aiding and abetting based on its effective fraud on the board, the opinion also explained that the decision should be read narrowly and disavowed the notion that financial advisors, as experts, should serve as “gatekeepers” for the board. The Court explained that the role of a financial advisor is primarily contractual in nature and is typically set forth in the engagement letter. It then clarified that a financial advisor cannot be found liable for failing toprevent a board from breaching its fiduciary duties. Although this language was contained in a footnote to the opinion, it was a big development for financial advisors that is sure to be cited in conflicts cases to come."

Summary: This would be a warning to the BOD and their Advisors. If you force an undervalued sale on the shareholders, you can be held accountable.