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The Role of Releases in M&A Agreements

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A seller in an M&A transaction objected to his own sale of stock on the basis that the buyer had violated a right of first refusal (ROFR). The Delaware Court of Chancery dismissed the seller’s case because the ROFR was inapplicable, but even if it was, the seller signed a release with his sale of shares, extinguishing his claims.

In an intervenor motion by Richard Saccone in Gower v. Trux, Inc. et al., decided on June 17, 2026, the court laid Saccone’s claims as moot because, inter alia, he signed a seller’s release in the stock purchase agreement when he sold approximately 18.5% of Trux, Inc. (Trux) to Vulcan Materials Company, LLC (Vulcan) in 2020. Saccone was a founder of a trucking logistics company that sold a majority stake to one of its largest customers Vulcan. Vulcan had earlier purchased a minority stake of 20% of the company in 2018.

At the time of Vulcan’s 2018 minority purchase, Trux entered into a ROFR with Vulcan, which gave Vulcan first priority in a waterfall of rights in the event a Trux stockholder proposed to sell its shares. It is not clear why, but Saccone wanted to unwind his 2020 sale of stock he had agreed to, which paid him approximately $5.8MM.

His first argument was that the ROFR was not strictly complied with, an argument which failed, but even more difficult to overcome for Saccone was the release he signed. The Court stated:

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When Richard accepted the March 27 proposal, he executed a Stock Purchase Agreement. That agreement includes the Seller’s Release, which released “any and all” claims “of every kind and nature whatsoever,” including those “based on acts, events or omissions occurring on or prior to this Agreement” and “relating to the Seller’s ownership of the Shares.”

The Seller’s Release unambiguously encompasses Richard’s claims. Richard’s claims are predicated on alleged breaches of the ROFR Agreement in connection with the sale of his shares and events preceding the Stock Purchase Agreement. Those claims fall squarely within this category of released, ownership-related claims.

Under Delaware law, the clear and unambiguous Seller’s Release is enforceable and requires dismissal of Richard’s claims. See Seven Invs., 32 A.3d at396 (“If the claim falls within the plain language of the release, then the claim should be dismissed.”).

Jerome Fogel is co-founder of Fogel & Potamianos LLP, a firm recognized by Chambers & Partners’ California Spotlight Guide for excellence in corporate law. A partner in the Corporate Practice Group and Chair of the Sports & Entertainment Group, he is known as an innovator and dealmaker in the legal community. He serves as a general counsel to privately held companies, including representation in mergers and acquisitions. 

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