COUGHLAN v. NXP B.V.

Civil Action No. 5110-VCG.

ELAINE COUGHLAN, as Stockholders' Representative of the former GloNav, Inc. Stockholders, Plaintiff, v. NXP B.V., Defendant.

Court of Chancery of Delaware.

Decided: November 4, 2011.


Attorney(s) appearing for the Case

Catherine G. Dearlove and Jennifer Veet Barret , of RICHARDS, LAYTON & FINGER, P.A., Wilmington, Delaware; OF COUNSEL: John G. Fabiano and Timothy D. Syrett , of WILMER CUTLER PICKERING HALE AND DORR, LLP, Boston, Massachusetts, Attorneys for Plaintiff.

David C. McBride , C. Barr Flinn , and Nicholas J. Rohrer , of YOUNG CONAWAY STARGATT & TAYLOR, LLP, Wilmington, Delaware; OF COUNSEL: Michael H. Steinberg of SULLIVAN & CROMWELL LLP, Los Angeles, CA; Benjamin R. Walker of SULLIVAN & CROMWELL LLP, New York, New York, Attorneys for Defendant.


MEMORANDUM OPINION

GLASSCOCK, Vice Chancellor.

This case involves the interpretation of two provisions in a merger agreement between the Defendant corporation and a company whose former stockholders are represented by the Plaintiff. The two provisions at issue deal with contingent payments due in certain circumstances from the Defendant to those stockholders. The Plaintiff argues that the Defendant's establishment of a joint venture...

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