Kaan Ekiner, writing in the Delaware Business Court Insider, discusses In re Electric Last Mile Solutions Stockholder Litigation, 2026 WL 207195 (Del. Ch. Jan. 27, 2026), in which Chancellor Kathaleen St. J. McCormick addressed aiding-and-abetting claims arising from alleged misleading disclosures in a proxy statement related to a SPAC merger. The court dismissed claims against SF Motors, finding that it lacked firsthand knowledge of the allegedly omitted information and had no right to review or correct the proxy statement. However, the court allowed claims against financial adviser Jefferies to proceed based on allegations that it helped prepare presentations and disclosures containing information it knew was misleading. As Kaan notes, “The fundamental flaw in the plaintiffs’ claim against SF Motors was the fact that the information omitted from the proxy statement was not information that SF Motors had firsthand knowledge of. Nor did SF Motors have any right to review the proxy statement or a duty to correct it."
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