On Monday, in a post-trial memorandum opinion in Chertok v. OnSolve (Del. Ch.; 4/26), the Chancery Court found that a company impermissibly conditioned payment of merger consideration on the plaintiff stockholder executing ancillary documents that contained a release of claims. The merger agreement provided that the buyer “shall not pay any amounts” of the merger consideration to eligible stockholders […]
Conditioning Merger Payment on Release Constituted Breach of Certificate & DGCL Section 262