Posts tagged Miriam Cherry
Whoopsie!: Missing Merger Deadlines (and the Duty of Good Faith)

The Delaware Chancery court, per Vice Chancellor Glasscock, issued an opinion in Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc., 2019 WL 1223026 (Del. Ch. Mar. 14, 2019), which discussed the implications of Vintage’s inadvertent failure to meet a merger extension deadline.  At stake was a $126.5 million breakup fee.  The court held that the target, Rent-A-Center, had no duty to warn Vintage of the impending deadline.  While the decision, which focuses on a strict reading of contractual duties is understandable, it fits uneasily with a prominent previous decision; it also seems to be missing a full analysis of the duty of good faith.

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