The recent Chancery decision in Calumet Capital Partners LLC v. Victory Park Capital Advisors, LLC, C.A. No. 2025-0036-JTL (Del. Ch. Jan. 29, 2026), addressed various issues in a motion to dismiss claims involving poaching of employees and disloyalty among business partners.

Although there is much to commend this 74-page decision, I will limit my highlights to a few aspects of the opinion that are especially noteworthy.

Highlights

  • This decision is must-reading for anyone who wants to know the latest nuances and the latest developments under Delaware law regarding requirements for establishing an aiding and abetting claim for breach of fiduciary duty. See Slip op. at 35 to 43.
  • This opinion features a scholarly deep dive into the nuances of the recent Delaware Supreme Court decision in Columbia Pipeline, highlighted on these pages, and provides an analysis of the high court’s doctrinal underpinning of its recent new articulation of the requirements for aiding and abetting claims. See footnote 84 and accompanying text (revealing an analytical tension between the high court’s Columbia Pipeline reasoning and the decision of the Court of Chancery that it reversed. See also footnote 81 (noting that the Supreme Court decision in Columbia Pipeline “silently” overruled the 2015 Supreme Court decision in RBC Capital Markets case.)
  • One reason why this decision is must-reading for anyone who wants to understand the latest iteration of Delaware law on an aiding and abetting claims is because (1) it addresses the new and nuanced requirements of an aiding and abetting claim; (2) it provides an explanation, clarification, and critique of the Supreme Court’s Columbia Pipeline decision, and (3) it describes how claims for aiding and abetting apply to an affiliate of a culpable fiduciary—as compared to a third-party acquirer who knowingly participates in the breach of fiduciary duty by a sell-side director.
  • The court also provides a helpful comparison of a claim for civil conspiracy versus a claim for aiding and abetting. See Slip op. at 43.