The Anti-Sabotage Mandate: Why Delaware’s Order Forcing Verisk to Close its $2.35 Billion Deal is a Wake-Up Call for Buyers

In the high-stakes arena of mergers and acquisitions, buyer’s remorse is a dangerous affliction. When market conditions shift or internal strategies pivot between signing and closing, buyers often send their legal teams hunting for an exit ramp. But the Delaware Court of Chancery has zero tolerance for buyers who actively manufacture their own escape routes.

On August 8, 2026, Judge Bonnie David delivered a stark reminder of this reality, ordering data analytics giant Verisk to proceed with its $2.35 billion acquisition of AccuLynx. Finding that Verisk’s termination of the merger agreement was invalid because the company’s own "willful conduct" caused the failure of a closing condition, Judge David didn't just order specific performance—she also slapped the buyer with direct-cost damages and interest.

For M&A practitioners, this ruling is a masterclass in the limits of termination rights and a resounding reaffirmation of the prevention doctrine. If you represent a buyer looking to walk away from a signed deal, the Verisk decision is a glaring red stop sign. Delaware courts will not allow a party to sabotage a closing condition and then use that very failure as a shield against closing.

The Prevention Doctrine and the "Efforts" Trap

The legal foundation of Judge David’s ruling rests on the prevention doctrine, a cornerstone of Delaware contract law. As the Delaware Supreme Court firmly established in Williams Cos., Inc. v. Energy Transfer Equity, L.P., 159 A.3d 264 (Del. 2017), a party cannot rely on the failure of a condition precedent to excuse its performance when its own conduct materially contributed to that failure.

In the context of M&A, this doctrine intersects aggressively with "efforts" covenants. Merger agreements inevitably require buyers to use "reasonable best efforts" or "commercially reasonable efforts" to satisfy closing conditions, such as obtaining regulatory approvals or finalizing financing. When a buyer decides it no longer likes the deal, the temptation is to drag its feet, withhold cooperation, or actively undermine the transaction's progress, hoping the drop-dead date arrives before the conditions are met.

"A buyer cannot intentionally throw sand in the gears of a transaction and then complain to the court that the machine stopped working. Willful conduct that triggers a condition failure is a per se breach of the implied covenant of good faith and fair dealing, as well as explicit efforts covenants."

In the Verisk/AccuLynx dispute, the court found exactly that: willful conduct by Verisk that caused the failure of the condition it subsequently relied upon to terminate. By invalidating the termination, Judge David aligns this case squarely with the lineage of busted-deal jurisprudence like Snow Phipps Grp., LLC v. Kcake Acquisition, Inc., 2021 WL 1714202 (Del. Ch. Apr. 30, 2021), and Channel Medsystems, Inc. v. Boston Sci. Corp., 2019 WL 6896462 (Del. Ch. Dec. 18, 2019), where the Chancery Court repeatedly forced reluctant buyers to the closing table after they breached their obligations to consummate the deal.

The Double Remedy: Specific Performance Plus Damages

What makes the Verisk decision particularly punitive—and practically significant for deal lawyers—is the remedy. Historically, courts have sometimes viewed specific performance and damages as an either/or proposition in M&A litigation. You either force the deal through, or you award a breakup fee/expectation damages.

Judge David ordered Verisk to "try to complete the acquisition" and pay direct-cost damages with interest. This is a crucial evolution in busted-deal remedies. When a buyer wrongfully terminates and stalls a closing, the target company bleeds cash. It incurs massive legal fees, suffers employee attrition, and bears operational frictional costs while living in the limbo of a pending transaction.

By awarding direct-cost damages alongside specific performance, the Chancery Court is eliminating the "free option" for buyers. Previously, a buyer might calculate that the worst-case scenario of a wrongful termination was simply being forced to close the deal they originally signed. Now, the calculus includes footing the bill for the target’s interim suffering. This dual remedy serves as a powerful deterrent against frivolous termination notices.

Drafting and Counseling Takeaways for M&A Lawyers

For corporate lawyers drafting and negotiating merger agreements, the Verisk ruling requires an immediate recalibration of how you advise clients on deal certainty and termination risk.

• Tighten "Willful Breach" Definitions: Buyers must negotiate precise definitions of "willful breach" or "willful conduct." If a buyer takes a strategic action that inadvertently delays a closing condition, is that willful? Drafters need to ensure that "willful" requires actual, subjective intent to breach the agreement, rather than just the intent to take an action that subsequently results in a breach.
• Audit the Lead-Up to Termination: Litigators stepping into a busted-deal scenario must forensically audit the buyer's conduct in the months leading up to the termination notice. If there is a paper trail of executives discussing how to get out of the deal, followed by a sudden slowdown in regulatory filings or integration planning, the prevention doctrine will almost certainly apply.
• Specific Performance is the Baseline: Target companies should feel emboldened. If a buyer issues an invalid termination notice, targets should aggressively pursue specific performance rather than settling for a reverse termination fee. Delaware has proven it has the institutional fortitude to force multibillion-dollar deals to close, no matter how much the buyer protests.

Ultimately, the Verisk decision is a testament to Delaware’s commitment to contract sanctity. The state's dominance as a corporate haven relies on predictability. When sophisticated parties sign a definitive agreement, the Court of Chancery will enforce it. Buyers who attempt to artificially engineer an exit strategy will find themselves not only forced into the marriage they tried to flee, but paying the target's legal and operational therapy bills along the way.