Aimee Czachorowski, an attorney in the Delaware office of Lewis Brisbois, prepared this post.

The Delaware Supreme Court, in In re Mindbody, Inc. Stockholder Litigation, C.A. No. 2019-0442 (Del. Supr. Dec. 2, 2024), affirmed the Court of Chancery’s finding  that Mindbody’s founder and CEO had breached fiduciary duties in connection with actions he took to monetize his Mindbody investment and sell Mindbody to Vista.

The Court of Chancery found he had both breached his Revlon duties and had breached the duty of disclosure. The Supreme Court affirmed that finding, but reversed the Chancery’s finding of aiding and abetting the disclosure breach, and affirmed that Court’s decision regarding waiver of a right to seek settlement credit. Because the aiding and abetting determination was reversed, the Court did not reach the trial court’s award of disclosure damages.