Anthem/Cigna Litigation Underscores Importance of Antitrust Planning in Transactions


Karen M. Lent Kenneth B. Schwartz David P. Wales Justine M. Haimi

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.