September 13, 2011
Waiver of Stock Election Deadlines: Delaware Supreme Court Weighs In
From John Grossbauer of Potter Anderson: In Amirsaleh v. Bd. of Trade of the City of New York, No. 75, 2010 (Del. Aug. 16, 2011) (en banc), the Delaware Supreme Court reversed the Chancery Court, finding that a former New York Board of Trade (NYBOT) member whose election to receive stock in a merger of NYBOT with Intercontinental Exchange (ICE) should have had his stock election recognized under the circumstances present there. Applying contract law, the Supreme Court found that NYBOT and its merger partner, ICE, had waived their originally imposed election deadline, and did not properly communicate to plaintiff the revised deadline for accepting elections. Because it utilized a waiver analysis, the Court did not address the implied covenant of good faith and fair dealing issue the parties had briefed and argued in the Court of Chancery and in the Supreme Court.