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Anthem/Cigna proposed merger litigation

On behalf of health insurer Anthem, Inc., provided expert testimony in the case concerning Anthem's proposed $54 billion merger with Cigna Corp. Both Anthem and Cigna sued for substantial damages regarding the terms and termination of the merger agreement, including the "best efforts" obligation and the $1.85 billion reverse break-up fee. Vice Chancellor J. Travis Laster of the Court of Chancery of the State of Delaware ruled that Cigna (1) breached its contractual “best efforts” obligation; (2) did not show that Anthem similarly breached its contractual obligation; and (3) was not entitled to the reverse break-up fee. However, Vice Chancellor Laster also ruled that Anthem did not prove that Cigna’s breaches led to causally related damages. The result is that neither Cigna nor Anthem will recover competing claims for damages.

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