Redefining The M&A Playbook In Light Of Cigna

Law360, New York (March 9, 2015, 10:02 AM EDT) -- In a case that is likely to impact merger and acquisition 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 agreement were unenforceable against nonconsenting stockholders for lack of independent consideration, and (2) indemnification obligations contained in the merger agreement that were unlimited with respect to time and value rendered the merger consideration undeterminable and thus, as they related to the nonconsenting stockholders, not compliant with Section 251 of the Delaware General Corporation Law (DGCL)....

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