Archive: July 2021

DAMAGES AND TERMINATION FEE CLAIMS REJECTED IN ANTHEM-CIGNA FAILED MERGER SUIT

By: Remsen Kinne and Adam Heyd

In In re Anthem-Cigna Merger Litigation, C.A. No. 2017-0114-JTL (Del. Ch. August 31, 2020), the Delaware Court of Chancery (“Court”) rejected claims for damages by Anthem, Inc. (“Anthem”) and by Cigna Corporation (“Cigna”) for breach of covenants under their Agreement and Plan of Merger entered into on July 23, 2015 (“Merger Agreement”).  The Court also ruled against Cigna’s claim for a reverse termination fee.

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Chancery Court Finds That Stockholders May Rely on Allegations Forming the Basis of Other Lawsuits to Demand Inspection of Books And Records Pursuant to Section 220 of the DGCL

By: David Forney and Sean Boyle

In Deborah Pettry, et al. v. Gilead Sciences, Inc., C.A. No. 2020-0132-KSJM (Del. Ch. Nov. 24, 2020), the Court of Chancery found that plaintiffs may rely on allegations forming the basis of other lawsuits to meet the credible basis standard for demands to inspect books and records under Section 220 of the DGCL. Further, the Court granted plaintiffs leave to move for attorneys’ fees and expenses as a result of Gilead Sciences, Inc.’s (“Gilead”) “overly aggressive defense” at the Section 220 phase, pointing to Gilead’s pre-litigation and litigation-related conduct as a potential basis for awarding fees.

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