The Delaware Court of Chancery, in The Williams Companies, Inc. v. Energy Transfer, LP, et al., C.A. No. 12168-VCG, memo. op. (Del. Ch. July 2, 2020), finds plaintiff merger target potentially entitled to a termination fee stemming from defendant acquirer’s termination of the merger, regardless of whether termination followed from failure of a condition precedent to closing.

Morris James discusses the decision in Chancery Interprets Merger Agreement Termination Fee Provision But Denies Summary Judgment to Resolve Questions of Fact in Continuing Busted Deal Litigation Between The Williams Companies and Energy Transfer.