A recent policyholder favorable ruling from the Eastern District of Virginia adopted a narrow, strict construction of a “bump-up” exclusion in a directors’ and officers’ liability policy. Following a “reverse triangular merger,” the policyholder faced multiple shareholder lawsuits, which eventually settled for $90 million. The insurers refused to pay, invoking what is referred to as a “bump-up” exclusion of the effective increase in price or consideration paid or proposed to be paid for “the acquisition of all or substantially all the ownership interest in or assets of an entity.” The court held the exclusion ambiguous and disposed of the insurers’ multiple arguments related to the meaning of the exclusion’s terms pursuant to dictionary definitions and Delaware corporate law; the fact that the merger transaction included a brief step in which one entity temporarily became a subsidiary of the other before the completion of the merger; and the tax and accounting treatment of the temporary “parent” entity as the “acquiring company” of the other. The court’s definitive rejection of these and other arguments not only provides crucial interpretive guidance for this type of exclusion but also demonstrates the robust application of interpretive principles useful to policyholders in a broader array of coverage disputes.