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Rohm & Haas Co. v. Dow Chemical Co., C.A. No. 4309-CC (Del. Ch. 2009)
On July 10, 2008, the Rohm and Haas Company, a leading global specialty materials company, entered into an agreement to be acquired by The Dow Chemical Company for more than $15 billion. Following changes in the economy, Dow refused to close the transaction. On January 26, 2009, Rohm and Haas filed suit in the Delaware Court of Chancery against Dow and Ramses Acquisition Corp. to require Dow to close its acquisition of Rohm and Haas pursuant to the parties' agreement. Seitz Ross attorneys, partnering with Wachtell, Lipton, Rosen & Katz, had key roles in representing Rohm and Haas, and successfully obtained an expedited trial date in one of the largest specific performance cases ever before the Court. Over the next six weeks, the parties engaged in extensive fact and expert discovery in preparation for a trial that was to begin on March 9, 2009. On what was to be the first day of trial, Chancellor Chandler entered a consent order requiring Dow to close the acquisition at the full contract price, and on April 1, 2009, Dow completed the acquisition of Rohm and Haas.