Target’s Termination of Merger Agreement Approved Based on Plain Contract Language

Last week, the Delaware Court of Chancery found that a target company in an agreed merger properly terminated the merger agreement following the passage of the specified “end date” where the buyer failed to exercise its right under the agreement to extend the end date.

See Vintage Rodeo Parent, LLC v. Rent-a-Center, Inc., C.A. No. 2018-0927-SG (Del. Ch. Mar. 14, 2019).  The decision is a stark reminder that courts will enforce the terms of a merger agreement as written, and that the failure to comply with seemingly ministerial formalities can have severe consequences.3

Click here, to continue reading on the Cleary M&A and Corporate Governance Watch blog. This article was republished by the Harvard Law School Forum on Corporate Governance and Financial Regulation.