Richard Kaplan and Matthew Weill Discuss Key Takeaways from the Cigna Health Decision

Richard Kaplan, Partner in GEAB&P’s Corporate group and Matthew Weill, Associate in GEAB&P’s Corporate group, published a Client Alert entitled, “Indemnification and Other Risk Allocation Provisions in Private Merger Transactions: Reassessing Best Practices after Delaware Chancery Court Opinion in Cigna Health.” This client alert covers key takeaways from the Cigna Health decision that M&A buyers should consider when negotiating private merger transactions.

As Kaplan and Weill state, “The Cigna Health opinion has important implications for transactional attorneys, as well as private equity and other M&A professionals, and addresses a common fact pattern in private M&A transactions – i.e., a minority stockholder that resists and/or refuses to approve a transaction supported by the majority.  The opinion also underscores the importance of careful structuring and drafting of M&A agreements to achieve the desired allocation of risk between buyers and sellers.”

View the client alert here.