Anthem/Cigna Litigation Underscores Importance of Antitrust Planning in Transactions

Skadden attorneys review the Delaware Chancery Court’s decision in In re Anthem-Cigna Merger Litigation, which held that parties must account for antitrust strategy from the very beginning of a transaction. The holding applies to initial negotiations, board and management advisory meetings, the drafting of the merger agreement, public relations and communications efforts, and many other deal-related workstreams peripheral to interactions with antitrust regulators. The court’s decision highlights that merging parties may never know when years of interactions, communications and strategic behavior may come under a judicial microscope.