Regarding TransCanada, the vice chancellor concluded that TransCanada had "constructive knowledge" of and culpably participated in Skaggs' and Smith's fiduciary duty breaches during the sale process. 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]