Delaware Business Litigation Report

Court Of Chancery Explains "Acquiescence"

In re Celera Corporation Shareholder Litigation, C.A. 6304-VCP (March 23, 2012)

This is an important decision because it clarifies when a stockholder will be deemed to have acquiesced to a merger, thereby losing her right to continue to litigate.  In short, voting for the merger or accepting a tender offer is acquiescence.  Accepting the merger consideration when the merger is inevitable is not acquiescence.

This decision is also useful for its explanation of how the Court will calculate the fees to be awarded.

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