POLARIS VENTURE PARTNERS VI., L.P. v. AD-VENTURE CAPITAL PARTNERS, L.P.

650623/18. Appeal No. 15024-15024A. Case Nos. 2021-00240, 2021-01760, 2021-03256.

201 A.D.3d 489 (2022)

156 N.Y.S.3d 844

2022 NY Slip Op 00148

Polaris Venture Partners VI., L.P., et al., Respondents, v. Ad-Venture Capital Partners, L.P., et al., Appellants.

Appellate Division of the Supreme Court of New York, First Department.

Decided January 11, 2022.


Attorney(s) appearing for the Case

Arnold & Porter Kaye Scholer LLP, New York ( Michael A. Lynn of counsel), for appellants.

Goodwin Proctor LLP, New York ( Gerard J. Cedrone of counsel), for respondents.

Concur—Renwick, J.P., Kapnick, Moulton, Kennedy, Scarpulla, JJ.


In this action for breach of a stock transfer agreement, which gave plaintiffs an option to purchase additional shares of ISN Software Company stock, the motion court prematurely determined that the Delaware merger appraisal value of ISN shares should provide the measure of plaintiffs' damages for defendants' breach of the agreement. Issues of fact remain as to whether, but for defendants' breach, the option shares would have been subject to appraisal based on a second squeeze...

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