Plaintiff brought suit to recover damages from a failed merger with the Defendant. The Defendant, controlled by the private equity firm Blackstone Group, L.P. (collectively, “Blackstone”), created two companies (collectively, “Aladdin”) for the purpose of acquiring the Plaintiff. The merger terminated when the Office of the Comptroller of the Currency (OCC) denied regulatory approval when Blackstone refused to provide extra capital and liquidity as requested. The Court of Chancery dismissed Plaintiff’s action primarily on the grounds that, while Aladdin promised to use reasonable best efforts to obtain the OCC’s approval, it made no promise to force Blackstone to do so. As Blackstone was not a party to the agreement and Aladdin was not contractually responsible for Blackstone’s refusal to negotiate with the OCC, Plaintiff was held to the contractual protections it negotiated and thus it denied the relief requested.
