Delaware Supreme Court Upholds Order Requiring Verisk to Continue $2.35 Billion AccuLynx Deal
Key Facts
The Delaware Supreme Court on October 23, 2026, upheld a ruling requiring Verisk to use commercially reasonable efforts to obtain the necessary regulatory approval and continue its acquisition of AccuLynx, a platform valued at $2.35 billion in cash. The decision followed oral arguments in the dispute with ExactLogix, which does business as AccuLynx.com. The court said it affirmed the Court of Chancery’s ruling for the reasons set out in its post-trial opinion memorandum issued on August 7, 2026. The ruling requires Verisk to seek approval under the Hart-Scott-Rodino Act and to close the deal if the Federal Trade Commission approves it. The company said it would comply with the court order, but stressed that the deal has not yet received regulatory approval and that its completion is not guaranteed.
The deal dates to a merger agreement Verisk signed with ExactLogix on July 29, 2025, under which ExactLogix would become a wholly owned subsidiary upon completion of the acquisition. Verisk had proposed buying AccuLynx, a cloud-based platform for roofing businesses, for $2.35 billion in cash. The deal is subject to Federal Trade Commission approval under the Hart-Scott-Rodino Act, which allows the agency to review mergers before they are completed. The two companies filed their initial merger notifications with the commission on August 19, 2025, starting an initial 30-day waiting period. The Court of Chancery said the companies believed when they signed the agreement that antitrust risks were limited, as they did not compete horizontally and had no vertical supplier-customer relationship.
The regulatory process evolved after the companies withdrew and refiled their notification filings, giving the commission an additional 30 days, through October 22, 2025, for its initial review without issuing a second request for information. But the commission issued a second request for additional information and documents, according to the Court of Chancery. The court noted that Verisk had held discussions with ServiceTitan, an AccuLynx competitor, about an enhanced software integration. Six days after the deal was announced, Verisk told ServiceTitan it was ending those discussions and shifted to a standard integration. The court said that step led the commission to adopt a “market reset” theory, based on its concern that the deal could give AccuLynx a more advanced integration than its competitors.
According to the Court of Chancery, Verisk repeatedly answered the commission’s questions about ending integration discussions with an AccuLynx competitor in the negative. The court said the company did not realize the questions specifically referred to ServiceTitan until its outside counsel discovered the discussions and disclosed them. The court concluded that Verisk’s termination of the merger agreement was wrongful because its intentional conduct caused a closing condition to fail. The company had terminated the agreement on December 26, 2025, after the deal did not close by the specified deadline. The Court of Chancery’s ruling awarded AccuLynx $3.85 million in direct costs, plus pre-judgment interest.
Verisk said in a statement that it “respects the Delaware Supreme Court’s order affirming the Court of Chancery’s ruling and will act in accordance with the court’s order.” It added that the deal “remains subject to the satisfaction of customary closing conditions and review by the Federal Trade Commission, and there is no guarantee it will be completed.” This means the appeals ruling confirms the company’s obligation to continue pursuing the deal, but does not resolve the outcome of the regulatory review or transfer ownership of AccuLynx to Verisk. The company plans to report its third-quarter 2026 financial results on November 5. On the day the ruling was issued, Verisk shares closed down 3.66% at $195.88, according to Investing.com data.