Verisk Analytics, Inc. v. ExactLogix, Inc., C.A. No. 2026-0023-BWD (Aug. 7, 2026)

In this post-trial memorandum opinion, the Court of Chancery held that a buyer improperly terminated a merger agreement because the merger agreement prohibited a party from terminating where its own “willful conduct” was the primary cause of a failed closing condition.  The Court found that the buyer’s willful conduct was the primary cause of increased Federal Trade Commission (“FTC”) scrutiny, which prevented the transaction from receiving regulatory clearance before the contractual termination date.   Accordingly, the Court ordered specific performance and awarded direct costs and prejudgment interest.

Background

On July 29, 2025, Verisk Analytics, Inc. (“Verisk”), a provider of software and data analytics products for participants in the global insurance industry, agreed to acquire AccuLynx.com, a cloud-based business management platform for roofing contractors, for $2.35 billion in cash.  The merger was publicly announced the next day.  The parties anticipated that the merger would be subject to FTC approval under the Hart-Scott-Rodino Act (“HSR Act”).  However, they believed the transaction presented minimal antitrust risks and agreed to a four- to-five-month closing timeline, conditioning closing on, among other things, the expiration or termination of the HSR Act waiting period.

Historically, Verisk offered the same standard integration of its software to all third parties.  In late  2024, Verisk and ServiceTitan, Inc., an AccuLynx competitor, began exploring an enhanced integration that would give ServiceTitan contractors access to Verisk’s real-time pricing data when preparing insurance estimates.  By mid-2025, Verisk and ServiceTitan had not agreed on the scope or pricing of the proposed integration.  Shortly before executing the merger agreement, Verisk decided that, following the public announcement, it would discontinue those discussions and instead offer ServiceTitan its standard integration.  On August 5, 2025, Verisk emailed ServiceTitan that, in light of the AccuLynx merger, it would not pursue the proposed enhanced integration and instead offered its standard integration.

The merger agreement required Verisk to make required filings under the HSR Act, comply with HSR Act requests as soon as reasonably practicable, and use commercially reasonable efforts to obtain early termination of HSR Act waiting periods and promptly obtain clearance required under the HSR Act.  On August 19, the parties submitted their initial merger filings to the FTC, thus triggering a 30-day waiting period before the merger could close.  During its investigation, the FTC initially explored four theories of competitive harm.  Unbeknownst to Verisk, ServiceTitan disclosed the August 5 email to the FTC, prompting additional questions concerning Verisk’s integrations with AccuLynx competitors.  Verisk did not initially identify the ServiceTitan discussion in its responses because it felt the standard integration was successful and therefore did not consider the development request rejected.

Verisk later withdrew and refiled the HSR filings, giving the FTC an additional 30 days to investigate without formally issuing a second request.  During this time, the FTC narrowed its focus to a market reset theory that Verisk might provide AccuLynx with a more sophisticated integration while withholding similar functionality from AccuLynx’s competitors.  The FTC then issued a second request focused on Verisk’s integrations.  While collecting responsive documents, Verisk’s outside counsel discovered the ServiceTitan emails and disclosed them to the FTC.  The parties pursued a quick-look process in an effort to avoid full compliance with the second request, but the FTC ultimately required full compliance.  Because the HSR Act waiting period had not expired by the contractual termination date, Verisk purported to terminate the merger agreement.

Analysis

Verisk sought a declaratory judgment that it validly terminated the merger agreement.  AccuLynx argued that Verisk’s termination was invalid and asserted counterclaims for specific performance requiring Verisk to comply with its obligations under the merger agreement and close the transaction if and when the FTC approved it.  Alternatively, AccuLynx sought an award of damages.

The Court first considered section 9.1 of the merger agreement, which permitted a party to terminate the merger if it was not consummated on or before the termination date, so long as such party’s willful conduct was not the primary cause of its failure to satisfy any closing conditions.  Though Verisk did not disclose its discussions with ServiceTitan to the FTC, the Court found that Verisk did not intentionally misrepresent or withhold information from the FTC.  However, because the merger agreement separately used the more demanding terms “willful breach” and “knowing and willful breach,” the Court held that “willful conduct” required only voluntary and intentional conduct, even if the conduct was not independently wrongful and the consequences were not anticipated.

The Court next addressed section 9.1’s causation requirement.  The Court found that section 9.1’s “primary cause” requirement imposed a higher causation standard than the “contributing materially”  test under Delaware’s common law prevention doctrine.  Applying that standard, the Court found that AccuLynx met its burden to prove that Verisk’s August 5 email to ServiceTitan terminating the proposed integration was more likely than not the primary cause of the FTC’s insistence on full compliance with its second request.  The email prompted the FTC’s market reset theory and provided concrete support for its concern that Verisk might disadvantage AccuLynx’s competitors after closing. Because full compliance with the second request prevented the HSR Act waiting period from expiring before the contractual termination date, the Court held that under section 9.1 of the merger agreement, Verisk’s purported termination was invalid.

The Court did not decide whether Verisk separately breached its commercially reasonable efforts obligations under the merger agreement because its findings as to willful conduct and primary cause independently foreclosed termination.

Finally, the Court held that AccuLynx was entitled to specific performance and damages for direct costs and prejudgment interest.  Verisk argued that specific performance should not be granted because damages would provide adequate relief and judicial oversight would be unworkable.  However, the Court rejected this argument because the parties expressly agreed that specific performance would be an appropriate remedy.  The Court further explained that any alleged post-termination breach of the merger agreement’s exclusivity provisions by AccuLynx was immaterial and did not excuse Verisk’s performance.  AccuLynx also sought a damages award for direct costs plus prejudgment interest.  Verisk waived any opposition because it did not address the request in its post-trial answering brief.  Accordingly, the Court ordered Verisk to perform its obligations under the merger agreement and awarded AccuLynx $3.85 million plus prejudgment interest.

About Potter Anderson

Potter Anderson & Corroon LLP is one of the largest and most highly regarded Delaware law firms, providing legal services to regional, national, and international clients. With more than 100 attorneys, the firm centers its practice on corporate and alternative entity law and litigation, commercial litigation, bankruptcy, intellectual property, labor and employment, and real estate.