Mindbody Deal Case Provides Conflict Takeaways For Boards

Law360 (November 30, 2020, 5:46 PM EST) -- The Delaware Court of Chancery's recent decision in In re: Mindbody Inc. Stockholders Litigation[1] is important reading for lawyers whose practices include evaluating, addressing and — when necessary — litigating potential management conflicts in M&A transactions.   

There, the court applied enhanced scrutiny under the Delaware Supreme Court's 1986 Revlon Inc. v. MacAndrews & Forbes[2] decision and its progeny, and held that stockholder-plaintiffs stated potentially viable claims concerning an executive's alleged liquidity and interest in future employment, his manipulation of the sale process and his commission of a "fraud on the board." 

In reaching that conclusion, the court rejected a ratification...

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