BioLife Solutions, Inc. v. Endocare, Inc.

OPINION

LAMB, Vice Chancellor.

I

The plaintiff sold assets to a competitor in return for a mixture of cash and shares of the competitor’s publicly traded common stock. The purchaser later refused to perform its obligation under a related registration rights agreement to file a registration statement covering the ,shares so that they could be sold in compliance with the federal securities laws. Shortly after-wards, the market price of the shares plummeted, and, eventually, the shares were delisted after the seller’s public accountants withdrew their report on its pri- or period financial…