On May 3, 2021, the Supreme Court of Delaware affirmed
en banc the decision of the Delaware Court of Chancery that neither Cigna Corporation nor Anthem, Inc. was entitled to any damages or fees sought in connection with their failed merger.
Cigna Corp. v. Anthem, Inc., et al., No. 364, 2020 (Del. May 3, 2021). As we discussed in our
prior post, after the Department of Justice (“DOJ”) blocked the merger as anticompetitive, Cigna and Anthem sued each other for expectation damages, and Cigna also sought a reverse termination fee. But the Court of Chancery rejected both parties’ claims and denied all recovery, finding that “[e]ach party must bear the losses it suffered as a result of their star-crossed venture.” The Court of Chancery held in part that (i) any breach of covenants by Cigna did not result in damages because the DOJ would have enjoined the merger anyway, and (ii) Anthem properly terminated the merger due to the covenants breach and thus the reverse termination fee was not available. In a concise order, the Supreme Court affirmed the ruling in its entirety “on the basis of and for the reasons assigned by the Court of Chancery.”
