Byron Egan Discusses How Lack of United Front Contributed to Cigna-Anthem’s Failed Merger

September 1, 2020 | Mentions

Following the Delaware Chancery’s ruling on the lawsuit between Cigna Corp. and Anthem Inc. over the termination of their $54 billion merger, Jackson Walker partner Byron Egan spoke with Law360 about the importance of having a succession plan regarding who will lead a merged entity.

In the article, Byron noted:

“Overall, the two parties just didn’t put on a united front. It wasn’t just the succession planning fiasco that landed this deal on its deathbed – it was everything combined. Because the companies weren’t on the same page from the get-go, issues appeared that subverted their merger efforts and exacerbated the antitrust issues.

If the parties could have presented a uniform approach on certain issues like divestitures, then perhaps the result might have been different. Lawyers need to read this opinion to figure out what the pitfalls are to avoid in their next deal and understand how a sophisticated judge may evaluate their actions.”

To read more, view the Law360 article “3 Lessons From The Failed $54B Cigna-Anthem Merger” (subscription required). For related insights on the failed Cigna-Anthem merger, view “Byron Egan Shares Insights on Delaware Court System and “Best Efforts” in Light of Cigna-Anthem Merger Dispute.”

Byron EganMeet Byron

Based in Dallas, Byron F. Egan regularly handles business combinations of corporations, limited liability companies, and partnerships, including mergers and acquisitions, purchases and sales of stock, and other equity interests, and sales and exchanges of assets. He also handles the related entity governance and structure issues. In 2020, Byron published the third edition of EGAN ON ENTITIES: Corporations, Partnerships and Limited Liability Companies in Texas, a treatise on the Texas Business Organizations Code.

Byron is the only attorney to have received the Burton Award for Legal Achievement four times and is consistently recognized among the top corporate and M&A lawyers in Texas by a number of publications. Also, he was honored in 2019 as Chair Emeritus of the State Bar of Texas’ Choice, Governance & Acquisition of Entities Course, which he co-founded in 2002.