Delaware Business Litigation Report

Court Of Chancery Explains Good Faith In Extending Time Limit To Accept Merger Consideration

Amirsaleh v. Board of Trade of the City of New York, C.A. 2822-CC ( January 19, 2010)

A recent trend is to offer 2 types of consideration in connection with a merger and to permit the stockholders to pick which they prefer, such as stock or cash. Of course, the time to pick must be limited as a practical matter. This decision deals with when the time limit may be extended and when a company may in good faith cut off the extensions. Basically, decisions that are made for neutral business reasons and not to favor a selected few will be respected by the Court.

Om August 16, 20121, the Delaware Supreme Court reversed this decision. The Supreme Court held that once a deadline was  waived, that waiver could not be retracted, at least with out setting a clear new deadline.

Share