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CIGNA HEALTH v. AUDAX HEALTH SOLUTIONS

C.A. No. 9405-VCP.

107 A.3d 1082 (2014)

CIGNA HEALTH AND LIFE INSURANCE COMPANY, a Connecticut corporation, Plaintiff, v. AUDAX HEALTH SOLUTIONS, INC., a Delaware corporation, Audax Holdings Inc., a Delaware corporation, Optum Services, Inc., a Delaware corporation, and Shareholder Representative Services, LLC, a Colorado limited liability company, Defendants.

Court of Chancery of Delaware.

Decided: November 26, 2014.

Attorney(s) appearing for the Case

Michael P. Kelly, Esq. , Daniel M. Silver, Esq. , Benjamin A. Smyth, Esq. , McCARTER & ENGLISH, LLP, Wilmington, Delaware; Gregory J. Hindy, Esq. , McCARTER & ENGLISH, LLP, Newark, New Jersey; Attorneys for Plaintiff Cigna Health and Life Insurance Co.

R. Judson Scaggs, Jr., Esq. , Kevin M. Coen, Esq. , Frank R. Martin, Esq. , Lindsay M. Kwoka, Esq. , MORRIS, NICHOLS, ARSHT & TUNNELL LLP, Wilmington, Delaware; Attorneys for Defendants Audax Health Solutions, Inc., Audax Holdings, Inc., Optum Services, Inc., and Shareholder Representative Services, LLC.

OPINION

In this declaratory judgment action, the plaintiff has moved for judgment on the pleadings, arguing that certain provisions of a merger agreement are contrary to the Delaware General Corporation Law ("DGCL"). Those provisions relate to a release of claims against the acquirer, an indemnification...

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