In a recent post-trial decision, the Delaware Court of Chancery held that a corporation breached its certificate of incorporation by conditioning payment of merger consideration on a stockholder’s execution of a joinder agreement that included a broad release of claims. The court held that the stockholder’s damages were limited to the merger consideration payable under the merger agreement and that prejudgment interest was owed as a matter of right. The decision is a useful reminder for deal lawyers that merger consideration generally should not be used as leverage to obtain a release unless the release is properly supported and enforceable. (more…)