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ANDERSON v. MAGELLAN HEALTH, INC.

C.A. No. 2021-0202-KSJM.

298 A.3d 734 (2023)

Bryan ANDERSON, Plaintiff, v. MAGELLAN HEALTH, INC., Steven J. Shulman, Swati Abbott, Christopher J. Chen, Kenneth J. Fasola, Peter A. Feld, Mural R. Josephson, G. Scott Mackenzie, Leslie V. Norwal, and Guy P. Sansone, Defendants.

Court of Chancery of Delaware.

Date Decided: July 6, 2023.

Attorney(s) appearing for the Case

Ryan M. Ernst , BIELLI & KLAUDER, LLC, Wilmington, Delaware; Michael A. Rogovin , WEISS LAW, Atlanta, Georgia; Counsel for Plaintiff Bryan Anderson.

Paul J. Lockwood , Arthur R. Bookout , SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP, Wilmington, Delaware; Counsel for Defendants Magellan Health, Inc., Steven J. Shulman, Swati Abbott, Christopher J. Chen, Kenneth J. Fasola, Peter A. Feld, Mural R. Josephson, G. Scott MacKenzie, Leslie V. Norwal, and Guy P. Sansone.

Anthony A. Rickey , MARGRAVE LAW LLC, Wilmington, Delaware; Counsel for Amici Curiae Law Professors Sean J. Griffith and Minor Myers.

OPINION

The plaintiff filed this stockholder class action challenging the merger agreement dated January 4, 2021, by which Centene Corporation agreed to acquire Magellan Health, Inc. Magellan had conducted a sale process in 2019 separate from the negotiations that led to the Centene deal. As part of the 2019 process, 24 prospective...

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