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

May 07, 2015

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 agreement is to effect the transaction by way of a merger, that once approved by the requisite shareholders, binds all shareholders to the transaction. The recent Delaware court decision in Cigna Health raises some challenges that practitioners will need to manage when using the merger structure.

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