The Delaware Court of Chancery, in Genuine Parts Co. v. Essendant, Inc., C.A. No. 2018-0730-JRS, memo. op. (Del. Ch. Sept. 9, 2019), found a termination fee was not the exclusive remedy against a party that backed out of a merger to pursue a different transaction under interconnected provisions of a merger agreement, if the competing proposal was not superior, or in breach of the agreement’s non-solicitation provision.
NEW: Foley Hoag discusses the decision in Delaware Chancery Court Rules That Merger Agreement Termination Fee Not Exclusive Remedy Where Seller Accepts Superior Offer in Violation of No-Shop.
Stradley discusses the decision in Delaware Court Says Office Supply Co. Must Face Suit From Spurned Merger Partner.