A Delaware judge has ordered data analytics company Verisk to pursue the completion of its $2.35 billion acquisition of roofing software provider AccuLynx, more than seven months after Verisk sought to terminate the transaction, in a ruling that could force the company back into a deal it had attempted to abandon.
Delaware Chancery Court Judge Bonnie David ruled that Verisk’s termination of the agreement was invalid because the company’s own “willful conduct caused the failure of a condition to closing.” The court also awarded AccuLynx damages for direct costs, plus interest.
The ruling means a major setback for Verisk, which had argued that it was entitled to walk away from the transaction after the U.S. Federal Trade Commission failed to complete its regulatory review by the agreed termination date of December 26.
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Verisk announced the planned acquisition in July 2025, initially targeting completion by the third quarter of that year. The transaction was intended to strengthen Verisk’s position in software and data services serving the property insurance and roofing industries.
The deal encountered regulatory obstacles in October 2025, when the FTC requested additional information from Verisk and AccuLynx. The request extended the agency’s review and pushed the transaction beyond its original timetable.
By late December, Verisk said the FTC had notified the companies that its review had not been completed by the December 26 deadline. Verisk subsequently terminated the agreement.
AccuLynx rejected that decision and notified Verisk that it believed the termination was invalid. Verisk strongly disagreed and said it would vigorously defend its position.
Judge David’s ruling now puts the transaction back in play.
The central issue was not simply whether the FTC had completed its review by the contractual deadline. The court found that Verisk’s own conduct had contributed to the failure of a condition required for closing, undermining its attempt to use that failure as a basis for terminating the agreement.
That finding weighs heavily because it limits a buyer’s ability to rely on a closing condition when the buyer’s conduct has helped prevent that condition from being satisfied. For AccuLynx, the ruling preserves the possibility of completing a transaction that had appeared to collapse months ago.
The deal, however, is not guaranteed to close.
The FTC must still approve the acquisition, meaning the regulatory question that contributed to the dispute remains unresolved. The agency’s request for additional information last year indicated that the transaction was receiving a more extensive review than initially anticipated.
That regulatory scrutiny could prove decisive. A Delaware court can determine the contractual rights of the parties, but it cannot compel the FTC to approve a transaction that raises competition concerns.
The ruling also creates a more complicated strategic position for Verisk. The company must now attempt to complete an acquisition that it previously determined it could terminate, while potentially absorbing additional legal and transaction costs and remaining exposed to regulatory uncertainty.
The court’s award of direct costs and interest adds another financial consequence for Verisk, although the ruling does not indicate that AccuLynx is entitled to the full $2.35 billion transaction value as damages.
The dispute also underlines the impact of regulatory oversight on acquisitions. Deals can remain vulnerable for months when antitrust reviews extend beyond expected closing dates, particularly when agreements contain deadlines that allow either party to exit under specified circumstances.
The next major hurdle is therefore the FTC. Until the agency completes its review and grants approval, Verisk’s obligation to pursue the acquisition does not guarantee that the transaction will ultimately close.
However, with this judgment, what began as a $2.35 billion software acquisition announced in 2025 has now become a closely watched test of how far a buyer can go in terminating a transaction when regulatory conditions remain unresolved.