News & Analysis as of

CIGNA Indemnification Clauses

Cooley LLP

M&A Team News - January 2016

Cooley LLP on

Here is a look back at the top M&A developments that affected deal-making last year and a look forward to our expectations for 2016....more

Dechert LLP

Impact of the Cigna Health Decision on the Use of the Merger Structure in Private Acquisitions

Dechert LLP on

When buying a private company controlled by a private equity sponsor but with a substantial number of other shareholders, a common technique to avoid the need to obtain signatures from all the shareholders to a stock purchase...more

BakerHostetler

Re-examining the M&A Playbook for Non-consenting Stockholders in Light of Cigna Health

BakerHostetler on

In a case that is likely to impact M&A structuring for certain transactions, the Delaware Court of Chancery held that (1) stockholder release obligations found only in a letter of transmittal and not in the related merger...more

Foley Hoag LLP

Delaware Chancery Court Concludes Indemnification and Other Provisions of a Merger Agreement Are Not Enforceable Against...

Foley Hoag LLP on

In November, the Delaware Court of Chancery issued a decision that raises troubling questions about commonly used techniques in private company acquisitions and that, if not modified on appeal or through legislation, could...more

K&L Gates LLP

Private Company M&A: Post-Closing Purchase Price Adjustment Provisions: New Decision Holds Some Common Mechanics Unenforceable

K&L Gates LLP on

In private company acquisitions, it is common for the buyer to require that a portion of the merger consideration be set aside in escrow as an accessible source of funds to cover the buyer’s post-closing indemnification...more

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