Delaware Supreme Court Examines Contractual Ambiguity of Waiver Clauses

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In a decision addressing the interpretation of waiver clauses within stock option agreements, the Delaware Supreme Court reversed the Court of Chancery’s finding that a waiver clause in a stock option agreement was unambiguous and extinguished the plaintiff’s rights to previously granted stock options.  The plaintiff argued that the term “securities” in the waiver unambiguously included options based on instances where related documents utilized “securities … issued” to reference options as well as shares. The Supreme Court found that the waiver language was susceptible to multiple reasonable interpretations and remanded the case to the Court of Chancery to consider the ambiguity. 

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