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Chertok v. OnSolve - Stockholder Merger Consideration and Release Claims

The Delaware Court of Chancery ruled that OnSolve LLC breached its Certificate of Incorporation by conditioning merger consideration payments on stockholders executing a release of claims. Stockholder Douglas M. Chertok prevailed on his breach of contract claim. The court awarded damages equal to his pro rata merger consideration and prejudgment interest calculated at the legal rate from when payment became due, without compounding.