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White & Case Secures US$1.85 Billion Victory for Anthem in Appeal of Break Fee Dispute

Global law firm White & Case LLP has secured a unanimous victory in the Delaware Supreme Court for Anthem, Inc. on an appeal brought by its former merger partner, Cigna Corporation. The appeal followed a trial at which Anthem proved that Cigna willfully breached the Merger Agreement and defeated each of Cigna's claims against it. The Supreme Court affirmed the trial court’s decision that Anthem did not owe Cigna the US$1.85 billion reverse termination fee.  

"We are pleased that the Delaware Supreme Court affirmed the trial court's decision that Anthem is not obligated to pay a $1.85 billion reverse termination fee to a merger partner that worked against the transaction," said White & Case's Global Head of Commercial Litigation Glenn M. Kurtz, who led the appeal team. "This is a resounding victory for Anthem and ends the final chapter in one of the most remarkable corporate litigations in history."

Cigna argued on appeal that despite the trial court's findings that it egregiously breached the Merger Agreement, Anthem still owed the US$1.85 billion reverse termination fee because the merger did not achieve regulatory approval. The Delaware Supreme Court rejected Cigna’s argument and affirmed the trial court’s decision that the fee was not owed because Cigna breached the Agreement.  

A multi-practice White & Case team handled the representation. M&A partners Daniel G. Dufner and Michael A. Deyong (both in New York) advised on all aspects of the merger. The White & Case trial and appeal teams were led by Global Head of Commercial Litigation Glenn M. Kurtz and partner Claudine Columbres (both in New York), and included counsel Jesse L. Green (Miami) and associates Camille M. Shepherd and Elizabeth C. Stainton (both in New York).

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