Published: August 16, 2026 | Category: Deals & M&A
Chancery found the data group’s own handling of FTC questions caused the delay it later used as grounds to terminate
Verisk Analytics has been ordered by the Delaware Court of Chancery to resume work on the $2.35bn cash acquisition of AccuLynx that it abandoned in December, after the court found the insurance data group’s own conduct caused the regulatory delay it cited as its reason for walking. Vice Chancellor Bonnie W. David granted AccuLynx specific performance along with $3.85mn in direct-cost damages and prejudgment interest in a post-trial opinion decided on August 7.
The order does not require Verisk to close. It requires the company to use “commercially reasonable efforts” to obtain clearance under the Hart-Scott-Rodino Act, and to complete the merger if the Federal Trade Commission approves it.
Verisk, which carries a market capitalisation of about $25bn, said it would consider an appeal. “We appreciate the expedited response from the court but strongly disagree with the decision,” the company said in a statement on Monday. “It is possible to appeal, among other next steps, and we are evaluating our options at this time.”
How a routine integration decision cost Verisk its right to walk
The dispute turns on a decision Verisk made six days after announcing the deal. It signed the merger agreement with AccuLynx, a cloud-based sales and customer-relationship platform used by roofing contractors, on July 29 2025 and announced it the next day. On August 5 it emailed ServiceTitan, an AccuLynx competitor, ending discussions about an “enhanced” integration with Verisk’s Xactimate claims-estimating software and offering the standard integration instead.
ServiceTitan told the FTC. The agency built what the opinion describes as a novel “market reset” theory of competitive harm around that decision: that Verisk, once it owned AccuLynx, might develop a more sophisticated pricing integration for its new subsidiary and withhold it from rivals, foreclosing them from the market for roofer business management software.
The FTC then asked Verisk repeatedly, and in several different formulations, whether it had ever terminated integration discussions with an AccuLynx competitor. Verisk said it had not. The court found the company did not understand that the agency was asking about ServiceTitan. Verisk’s outside counsel at Davis Polk & Wardwell came across the relevant July and August emails on October 30 while culling documents, and disclosed them the following week.
By that point the FTC had issued a second request. Verisk spent $6mn on outside counsel and nearly $2mn in document vendor fees, putting close to 350 reviewers on the file, in an attempt to satisfy the agency under a quick-look agreement and avoid full compliance. On December 24 the FTC said it would require full compliance anyway. Two days later, on the extended outside date, Verisk delivered its termination notice.
Section 9.1 of the merger agreement bars Verisk from terminating on the outside date if its own “knowing and willful breach” prevented the closing conditions from being satisfied. The court held that bar applied. Verisk’s conduct, the opinion found, was the primary cause of the second request, and the second request was what kept the HSR waiting period running past the deadline. The court did not reach AccuLynx’s alternative argument that Verisk had materially breached its efforts covenants.
A remedy buyers are warned about and rarely see
Specific performance is an uncommon outcome in Delaware merger litigation, though the opinion is careful to show it is not an unusual one. It cites four prior instances of the court ordering a buyer to perform an efforts covenant: Desktop Metal in 2025, Snow Phipps in 2021, Channel Medsystems in 2019 and Hexion in 2008. Verisk argued that such an order would be unworkable given the judicial oversight involved. The court answered that the parties had stipulated in the agreement itself that specific performance would be available, and that Delaware enforces that bargain unless the breaching party offers a persuasive, case-specific reason not to. Verisk offered none, the opinion said.
Verisk also argued it would be inequitable to compel performance where there was no evidence of bad faith or intentional misconduct. The court accepted the premise and rejected the conclusion. The parties had agreed that a buyer could not terminate where its own willful conduct was the primary cause of a failed condition, and holding them to that is not inequitable.
What the order is worth to AccuLynx and its founder Richard Spanton Jr, who owns the majority of the company, now depends on the FTC. Verisk must pursue clearance in good faith, but no court can order the agency to grant it. The trial ran four days in June. The parties have been directed to submit a proposed form of final order.