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    1. Delaware Court Invalidates Release and Indemnification Obligations Against a Selling Stockholder in a Merger Transaction

      Delaware Court Invalidates Release and Indemnification Obligations Against a Selling Stockholder in a Merger Transaction

      On November 26, 2014, the Delaware Chancery Court in Cigna Health and Life Insurance Company v. Audax Health Solutions, et al declined to enforce certain obligations that a buyer was attempting to impose on a target company’s stockholders as a condition to receipt of merger consideration. The transaction involved the acquisition by Optum Services, Inc. of Audax Health Services via the statutory merger provisions of Section 251 of the Delaware General Corporate Law (DGCL)...

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