The Delaware Court of Chancery, in In re Mindbody, Inc. Stockholders Litigation, C.A. No. 2019-0442-KSJM (consol.), memo. op. (Del. Ch. Oct. 2, 2020), found stockholder plaintiffs successfully pled breach of fiduciary duty claims alleging that a merger target’s Chairman and CEO orchestrated an underpriced merger in order to achieve liquidity for himself, rejecting the proposition that such a theory is viable only under circumstances involving a “fire sale.”
NEW: Morris James discusses the decision in Mindbody Deal Case Provides Conflict Takeaways For Boards.
Fried Frank discusses the decision in Decision Highlights the Limits of Corwin (and the Benefits of a Good Process) in the Sale of a Company to a PE Buyer — Mindbody.
Locke Lord discusses the decision in Delaware Court of Chancery Applies Revlon, Not Business Judgment Rule, Despite Stockholder Approval in In re Mindbody, Inc.
Goodwin discusses the decision in Delaware Court of Chancery Denies Motion to Dismiss in Shareholder Class Action Lawsuit Related to MindBody Inc.’s Billion Dollar Merger with Vista Equity Partners.
Shearman & Sterling discusses the decision in Delaware Court of Chancery Declines to Dismiss Claims That Officers Tilted Take-Private Sale Process to Favored Buyer.
Troutman Pepper discusses the decision in Fraud on the Board II: Conflicted CEO Tilts Company Sale in PE Firm’s Favor.
$$$ Law360 discusses the decision in Investors’ Suit Over $1.9B Mindbody Deal Moves Forward.