Delaware Supreme Court Holds Verisk Must Pursue FTC Clearance on AccuLynx Deal

The Delaware Supreme Court’s latest ruling confirmed a Delaware Chancery Court decision that keeps Verisk Analytics bound to pursue antitrust clearance for the $2.35 billion acquisition of AccuLynx. The court held that the buyer’s own voluntary conduct, even if not intended to breach or sabotage the transaction, can bar termination of the agreement once the outside‑date deadline has passed. The decision underscores that post‑signing business decisions—such as changes to product integration, pricing, customer compensation, or the way the parties manage the regulatory audit—must be escalated on the deal‑risk path and matched to the regulatory clock. For counsel and corporate managers, the key takeaway is that termination blockers and “willful‑conduct” clauses should be negotiated as operational rules, not mere boilerplate. Firms now must vet any post‑signing conduct for antitrust implications, ensure clear governance of timing, and consider that a court could compel a buyer to close the deal if clearance and other conditions are met, rather than allowing a statutory walk‑away. Customers and other portfolio companies should watch for similar rulings that could tighten the deadline in future acquisitions. Attorneys should re‑examine the language of their own closings to avoid unintended contractual constraints amid regulatory scrutiny.