He determined that TransCanada had reason to know that Skaggs and Smith had a conflict of interest and it exploited that interest. 4 As to breach of the duty of disclosure, the vice chancellor ruled that TransCanada had the right to review the proxy statement and an obligation to inform Columbia of any material omission, and yet it did not correct the proxy statement's omissions in the description of the sales process. The Court of Chancery assessed damages at $1 per share for the sale-process claim and $0.50 per share for the disclosure claim. 5 The Supreme Court's decision Writing for a unanimous Delaware Supreme Court, Justice Gary F. Traynor focused on whether TransCanada had engaged in "knowing participation" in Skaggs' and Smith's breaches. He first confirmed the standard on the "knowing" element, as outlined in Mindbody : A plaintiff must prove two types of knowledge — that the buyer knew of the seller's breach and that the buyer knew that its own conduct regarding the breach was improper.