#401 A Series of Unfortunate Events? Verisk Analytics v. AccuLynx and Lessons Learned

Verisk’s $2.35 billion acquisition of AccuLynx unexpectedly drew FTC scrutiny when Verisk, after announcing its acquisition of AccuLynx, stopped pursuing an enhanced pricing integration with AccuLynx’s competitor ServiceTitan, prompting the FTC to explore a novel “market reset” theory. The Delaware Court of Chancery later held that Verisk could not terminate the deal because its own “willful conduct” was the primary cause of the deal failing to satisfy the HSR closing condition and ordered specific performance. What happened to make this deal go wrong, and what can we learn from it? David Pearl, partner at HSF Kramer, joins Jeny Maier and Brian Auricchio to discuss the FTC's market-reset theory, the distinction between “willful conduct” and “willful breach,” and the implications for drafting merger agreements and assessing antitrust risk.

With special guest:
David Pearl, Partner, HSF Kramer
Related Links:
Delaware Chancery Court Opinion (courts.delaware.gov/opinions/download.aspx?id=…)

Hosted by:
Jeny Maier, Axinn and Brian Auricchio, Haug Partners