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DE Court Adheres to Plain Meaning of Acquisition Agreement Terms
Consistency in the interpretation and application of frequently used language and constructs in acquisition agreements is certainly a key element in giving corporate dealmakers the confidence to pursue M&A transactions. Accordingly, it is comforting when a dispute over the meaning of familiar M&A agreement provisions is resolved by a court in a manner consistent with the common understanding of how these provisions should work.
Such was the case in a recent decision of the Delaware Court of Chancery in Winshall v. Viacom International Inc., Civil Action No. 6074-CS (Del. Ch. Dec. 12, 2012). By granting summary judgment to selling stockholders in a dispute with media giant Viacom International over its 2006 purchase of Harmonix Music Systems, the court refused to allow Viacom to proceed with claims that the language of its acquisition agreement did not support.
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