Vinson & Elkins
MONTH-IN-BRIEF (Aug 2026)
Delaware Court of Chancery Finds Acquirer Caused Missed Closing Deadline, Grants Specific Performance of Merger Agreement
By K. Tyler O’Connell, Morris James LLP
In Verisk Analytics, Inc. v. Exactlogix, Inc., C.A. No. 2026-0023-BWD, 2026 WL 2280818 (Del. Ch. Aug. 7, 2026), the Delaware Court of Chancery held after an expedited trial that, under the parties’ merger agreement and the facts of the case, the failure to obtain antitrust approval by the closing deadline did not permit an acquirer to terminate the merger.
The parties agreed to a prompt closing because they did not expect significant antitrust scrutiny. As Vice Chancellor Bonnie W. David explained, the parties were not competitors and “did not have a vertical supplier-customer relationship.” As a factual matter, however, the acquirer decided not to continue to provide certain “enhanced” services to one of its customers that competed with the target. Unbeknownst to the parties, the Federal Trade Commission (“FTC”) had spoken with the customer about the cessation of those “enhanced” services. The conversation led the FTC to investigate and analyze a “market reset theory” that focused on the incentives post-merger not to provide services to potential competitors.