On August 7, 2026, the Delaware Court of Chancery issued a ruling that will reverberate through M&A practice for years. Chancellor Bonnie David held that Verisk Analytics' December 2025 termination of its $2.35 billion acquisition of AccuLynx was legally invalid, and that Verisk must proceed toward closing the transaction. AccuLynx was also awarded damages for direct costs and interest.

The transaction remains subject to FTC approval. But the ruling makes clear that Verisk cannot use the absence of that approval as a basis for termination when its own conduct contributed to the failure of the closing condition.

Verisk Analytics, a leading data analytics and risk assessment company, agreed in July 2025 to acquire AccuLynx — a roofing and construction software platform — for $2.35 billion in cash. AccuLynx serves the insurance and property restoration industries with SaaS tools for estimating, project management, and claims processing.

In December 2025, Verisk announced it was terminating the purchase agreement. The stated basis was that the FTC's regulatory review had not been completed by the contractual termination date (outside date), triggering Verisk's right to walk away.

AccuLynx disputed the termination, arguing that Verisk's own conduct had caused or contributed to the failure of the regulatory closing condition. The case proceeded to the Delaware Court of Chancery.

Chancellor David's ruling rests on a foundational principle of contract law: a party cannot benefit from the failure of a condition that it caused or contributed to through its own conduct. This is known as the prevention principle.

The court found that Verisk's voluntary actions — the specific facts of which have not been fully disclosed in public filings — contributed to the FTC review not being completed within the outside date period. Having caused or contributed to the condition's failure, Verisk could not then invoke that failure as grounds for termination.

The ruling has three immediate practical consequences:

1. Verisk must use its efforts to proceed toward closing the AccuLynx acquisition
2. AccuLynx is entitled to damages for direct costs and interest incurred as a result of the improper termination
3. FTC approval remains required — the court's ruling does not substitute for regulatory clearance, but it removes Verisk's ability to use the outside date as an exit mechanism

Large M&A transactions routinely include a regulatory efforts covenant — a contractual commitment by the buyer to use specified efforts (reasonable best efforts, best efforts, or a defined standard) to obtain required regulatory approvals. These covenants are often treated as boilerplate. The Verisk ruling demonstrates they are not.

When a buyer's conduct in the regulatory process falls short of its contractual commitment — whether by failing to respond adequately to agency requests, refusing to offer remedies, or taking positions that predictably extend the review timeline — that conduct can constitute a breach of the regulatory efforts covenant. And if that breach contributes to the outside date being reached without approval, the buyer cannot terminate on that basis.

The outside date — the date after which either party may terminate if closing has not occurred — is one of the most negotiated provisions in a large M&A agreement. The Verisk case illustrates a critical drafting question: what happens when the outside date is reached because of one party's own conduct?

Well-drafted outside date provisions address this directly. Common approaches include:

• Automatic extension of the outside date if regulatory review is still pending and neither party is in breach
• Termination right conditioned on non-breach: a party may only exercise the outside date termination right if it has not materially breached its regulatory efforts covenant
• Explicit prevention clause: a party that has caused or contributed to the failure of a closing condition through its own breach or voluntary action may not invoke that failure as a termination trigger

The absence of clear language on these points creates the litigation risk that Verisk experienced.

AccuLynx's ability to obtain a court order requiring Verisk to proceed toward closing — rather than simply recovering damages — depends on whether the purchase agreement preserved the right to specific performance.

In many M&A agreements, the buyer's liability for walking away is limited to a reverse termination fee (RTF) — a fixed sum that represents the seller's sole and exclusive remedy. If the RTF is the exclusive remedy, the seller cannot seek specific performance, even if the buyer's termination was wrongful.

The Verisk ruling suggests that AccuLynx's agreement either preserved specific performance rights or that the court found the RTF exclusive remedy provision inapplicable given the circumstances. This is a critical drafting point for any transaction where the seller's primary interest is in completing the deal rather than receiving a breakup fee.

The interaction between the RTF and specific performance is one of the most consequential provisions in a large M&A agreement. Buyers typically prefer an RTF as the exclusive remedy — it caps their downside and provides a clean exit. Sellers typically prefer to preserve specific performance — it gives them the ability to force closing if the buyer walks without justification.

The Verisk case will likely prompt sellers to push harder for:

• Explicit preservation of specific performance rights
• RTF exclusivity carve-outs for regulatory breach scenarios
• Clearer language on what constitutes a regulatory efforts breach that voids the buyer's termination right

For Turkish companies acquiring U.S. targets — or U.S. companies acquiring Turkish assets — the Verisk ruling has direct practical implications.

Cross-border transactions involving Turkish parties frequently require multiple regulatory approvals: the Turkish Competition Authority (Rekabet Kurumu), the U.S. Department of Justice or FTC, and potentially CFIUS for national security review. Each of these processes has its own timeline, information requirements, and potential for extension.

Drafting a single generic "regulatory approval" closing condition — without specifying the efforts standard, the outside date extension mechanism, and the consequences of a party's own conduct on the regulatory timeline — creates exactly the kind of ambiguity that produced the Verisk litigation.

Specific provisions that should be addressed in Turkey–U.S. M&A agreements include:

Regulatory efforts standard: Define precisely what the buyer must do — which filings, which responses, which remedies it must offer or accept — to satisfy its regulatory efforts obligation with respect to each relevant authority.

Multi-jurisdiction coordination: When approvals are required from both Turkish and U.S. authorities, the agreement should address sequencing, the effect of one approval on the other, and what happens if one authority approves and the other does not.

Prevention clause: Include an explicit provision stating that a party whose own breach or voluntary action caused or contributed to the failure of a closing condition may not invoke that failure as a termination trigger.

Outside date extension: Build in automatic or elective extension mechanisms tied to the status of pending regulatory proceedings, with clear conditions for when extensions are available and for how long.

Specific performance vs. RTF: Decide at the outset whether the seller's remedy for buyer breach is specific performance, an RTF, or both — and draft the agreement to reflect that decision clearly and unambiguously.

The Verisk–AccuLynx ruling is a reminder that M&A contract provisions that appear technical or unlikely to be invoked can determine whether a multi-billion dollar transaction closes or collapses. For Turkish and international clients navigating U.S. M&A, these provisions deserve the same attention as valuation, representations, and indemnification.

ULF New York provides legal advisory services on cross-border M&A, U.S. regulatory matters, and Delaware corporate law for Turkish and international clients. This analysis is for informational purposes only and does not constitute legal advice.