Document: Coughlan v. NXP B.V., No. 5110-CC (Del. Ch. Apr. 15, 2010)
In a case involving a lawsuit filed by an appointed stockholders’ representative on behalf of former stockholders, the Court of Chancery held that the stockholders’ representative had standing to pursue litigation for breach of a provision of a merger agreement which required that the surviving corporation make a contingent payment to the former stockholders. In reaching this conclusion, the Court stated that the scope of the stockholders’ representative was governed by the merger agreement and principles contract interpretation lead to the unambiguous conclusion that the stockholders’ representative had the right to pursue claims against the surviving corporation for any express obligation that the surviving corporation assumed under the merger agreement.