Ace Limited v. Capital Re Corp.

Ace Limited (plaintiff) signed a merger agreement with Capital Re Corp. (defendant) that contained a 'no-talk' provision barring Capital from discussing other proposals unless certain conditions were met, including obtaining written advice from outside counsel. Capital nonetheless negotiated with XL Capital over a better offer and sought to terminate the Ace agreement. Ace sought a temporary restraining order.

Whether a 'no-talk' provision in a merger agreement is enforceable under Delaware law where it would prevent a corporation's board from fulfilling its fiduciary duties.