Ace Limited v. Capital Re Corp.
Delaware Court of Chancery
747 A.2d 95 (2000)
A “no-talk” provision in a merger agreement is not enforceable if it restricts a corporation's board from fulfilling its fiduciary duties.
Relevant Facts
Ace Limited (Ace) (plaintiff) entered a merger agreement with Capital Re Corp. (Capital) (defendant), which included a “no-talk” provision barring Capital from discussing other proposals unless certain conditions were met. Capital negotiated with XL Capital about a better offer and sought to terminate the agreement with Ace.
Issue
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Holding & Reasoning
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Concurrence
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Dissent
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Last updated:
December 8, 2023
Judicial Opinion
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Procedural History
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Citations
747 A.2d 95 (2000)