Business

  Introduction In a recent opinion issued on May 29, 2023, the Delaware Chancery Court addressed a claim for specific performance under a merger agreement. The claim was brought by sellers against the buyer, following the buyer's termination based on a breached capitalization representation. The court concluded that the buyer was entitled to terminate the merger agreement, despite the buyer's acknowledgment that the value of the former employee's interest in the subsidiary was minor relative to the overall deal value.   Background and Decision In December 2022, a merger agreement was entered into between affiliates of Antin Infrastructure Partners S.A.S ("buyer") and OpticalTel, a group of privately held broadband companies. The buyer was selected as the preferred bidder, even though it did not submit the highest bid, due to the perceived deal certainty it offered to the sellers.   Prior to signing the agreement, the buyer's counsel faced difficult...