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Dolan v. Altice USA, Inc.

Delaware Court of Chancery
2019 WL 2711280 (2019)


Facts

Charles, Helen, James, and Patrick Dolan (coplaintiffs) founded Cablevision, owner of news station News12. Altice USA, Inc., and Altice Europe N.V. (defendants) acquired Cablevision in a merger. The Dolans initially wanted to keep News12, but agreed to include it in the merger once Altice promised to continue running it as a high-quality news station and preserve its employee base. In exchange for the Dolans approving the merger, Altice included assurances under § 6.4(f) of the merger agreement stating that Altice would operate News12 through 2020 in accordance with its existing business plan, which the merger agreement incorporated. The business plan entailed News12 continuing to employ its 462 employees for at least five years. However, the merger agreement expressly disclaimed that it benefitted any third parties or gave existing employees third-party beneficiary rights, and another provision explicitly allowed Altice to terminate them. A survival clause provided that only certain provisions—not including § 6.4(f)—would survive the merger’s consummation. Two years later, Altice laid off 70 employees and planned to terminate more, including news anchors Colleen McVey and Danielle Campbell (coplaintiffs). The Dolans, McVey, and Campbell sued, asserting breach-of-contract and equitable claims. Altice moved to dismiss based on lack of standing and argued that § 6.4(f) did not survive the merger.

Rule of Law

Issue

Holding and Reasoning (Slights, J.)

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