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.
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.