On August 7, the Delaware Court of Chancery held that Verisk Analytics could not terminate its $2.35 billion agreement to buy AccuLynx at the extended outside date, and ordered it to keep seeking FTC clearance and to close if the agency approves. The holding rests on one sentence of the termination section and on a decision Verisk made, before signing, about a company that competes with AccuLynx.
That sentence denied the termination right to a party whose failure to perform its obligations, or whose “other willful conduct,” was the primary cause of a closing condition failing. The same section separately barred Verisk from terminating if its knowing and willful breach had prevented the closing conditions, and the court read the difference as deliberate: willful conduct meant any voluntary, intentional act, wrongful or not, and it did not matter that Verisk failed to foresee competition concerns. The court also held that primary cause asks for more than the default rule for a party that prevents a condition, under which its breach need only have contributed materially. As read, the clause lowers the intent required and raises the causation required.
The conduct was commercial. The court found that Verisk had been negotiating since late 2024 to give ServiceTitan, an AccuLynx competitor, a deeper integration with access to Verisk’s pricing data. Five days before signing, Verisk executives, including senior officers the court said had antitrust experience, decided to stop that work once the deal was public and offer ServiceTitan the standard integration, noting that capability already identified in the acquisition’s synergy case might be reserved for AccuLynx. A product executive carried out the decision by email on August 5, a week after signing, citing the acquisition.
ServiceTitan told FTC staff in September. According to the opinion, the FTC then pursued a theory that the merged company would build a richer pricing integration for AccuLynx and withhold it from rivals, issued a second request on October 22, and on December 24 required full compliance, which kept the waiting period running past the December 26 outside date. The parties agreed the theory was unusual and likely could not have stopped the deal. The court found that the email gave the FTC concrete evidence for it, and Verisk’s own regulatory expert, a former director of the FTC’s Bureau of Competition, testified that the email was why the agency needed to investigate.
The court found virtually no evidence that Verisk wanted out of the deal and that its inaccurate answers to the FTC were unintentional. Ending the talks was still voluntary, so it was willful conduct, and it was the primary cause of the second request. Verisk filed a notice of appeal with the Delaware Supreme Court on August 18. As of October 11, Verisk’s SEC filings since that notice report no ruling; I did not check the court’s docket or the current state of the FTC review. Until the appeal is decided, this is one trial court’s reading of one contract.
I read the opinion as a reason for specific signing work at any buyer whose product, data or platform is used by the target’s competitors: a list of every change the deal will cause in how the buyer deals with them, reviewed by antitrust counsel before signing. The list starts where Verisk’s decision did, with partner negotiations the buyer plans to slow or pause, access or pricing it plans to keep for the target, and anything the deal model assigns to the target alone. Dealings that would continue the same way without the deal stay off it. A decision made before signing belongs on it if it will be carried out afterward: the court counted the email that executed Verisk’s July decision a week after signing.
The list has a second use once the regulator starts asking. When FTC staff asked, in September and October, about integrations Verisk had terminated and whether it had turned down a competitor’s request for a deeper one, the executives who made the decision did not connect it to the question, and a search of Verisk’s integration tickets led it to tell the FTC it had found no such case. Outside counsel found the July and August emails on October 30, eight days after the second request, while collecting documents for it. A list written at signing gives the people answering the regulator something to check.
For each item, the buyer can decide before signing whether the change is worth the review it may invite and, if it is, negotiate an outside date and termination terms that assume that review. These parties had agreed on four to five months because they saw little antitrust risk; Verisk’s CEO testified to advice that a full second-request review could take 18 to 24 months. A seller’s counsel reading the same opinion has reason to ask for the clause Verisk signed.