In these difficult economic times, financial sponsors often find themselves holding their investments longer than they initially intended. Liquidity and exit opportunities are not easy to come by and are often fleeting when they present themselves. Nevertheless, a recent Delaware Chancery Court case reminds us that a board of directors must satisfy its fiduciary duties to all stockholders in a change of control transaction, despite pressures from financial sponsors or other major investors to “get the deal done.” In re Answers Corp. Shareholders Litigation, Consolidated. The case involves the merger of Answers Corporation (Answers) with AFCV Holdings, LLC (AFCV), a portfolio company of Summit Partners, L.P. Answers was a publicly traded company, and Redpoint Ventures (Redpoint) was a 30 percent shareholder of Answers. In early 2010, Redpoint decided that it wanted to sell its interest in Answers. Answers‟ stock was thinly traded, however, and Redpoint allegedly could only exit its investment through a sale of the entire company. As a result of the merger transaction, the plaintiffs filed a lawsuit alleging that the Answers board of directors (the Board) breached its fiduciary duty to its shareholders and that the buyer group aided and abetted the Board in that breach. The defendants then filed a motion to dismiss such claims. Vice Chancellor Noble denied the defendants‟ motion to dismiss the claims of breach of fiduciary duty against the Board and concluded that the facts alleged were sufficient to support a claim that the Board members were interested in the transaction and had acted in bad faith. He also denied the motion to dismiss a claim of aiding and abetting against the buyer group, as discussed below. In re Answers Corporation Shareholders Litigation provides us with timely reminders about the importance of having disinterested directors approve a change of control transaction and with examples of certain factual situations that should trigger scrutiny by a board during a sales process. Vice Chancellor Noble‟s opinion also reminds us of the need for the target board in a merger transaction to evaluate critically conflicts of interest in order to limit opportunities for plaintiffs to allege that the board acted in bad faith or that the directors breached their duty of loyalty. Finally, it provides a good reminder that the ultimate duty of a target board is to maximize value for all stockholders in the event of a sale of the company.