Albertsons and Kroger conclude merger dispute trial in Delaware

Albertsons Companies and Kroger completed a ten-day trial in the Delaware Court of Chancery on Friday, ending the formal presentation of witness testimony in a dispute over their failed $25 billion merger. The Boise-based Albertsons is seeking more than $8 billion in damages and interest, arguing that Kroger failed to conduct adequate due diligence to satisfy federal regulators. Kroger counters that Albertsons worked to undermine the deal, a claim it supported in pretrial filings.

The trial featured testimony from the former chief executive officers of both companies, Vivek Sankaran of Albertsons and Rodney McMullen of Kroger. The two executives offered conflicting accounts of the merger process and its collapse. Susan Morris, who served as chief operating officer at Albertsons during the negotiations and is now the company’s CEO, also took the stand. She addressed Kroger's allegations that she communicated with a third party about the potential sale of stores while using her personal email channels. Morris stated she did not share confidential merger details with that third party, CNS, to protect the integrity of her employment negotiations.

Vice Chancellor Lori Will, who is presiding over the case, focused her questions on the technical aspects of the divestiture plans proposed to meet antitrust requirements. Her inquiries centered on the methodology used to select hundreds of stores for sale and the economic ratios that determined the final numbers in various regulatory proposals. The Court of Chancery is a specialized business court where most Fortune 500 companies are incorporated, and it handles major mergers and acquisitions disputes without a jury.

The trial phase concluded after two weeks of daily testimony, but the legal proceedings are not finished. Attorneys for both sides will return to the courtroom in February to present closing arguments. These arguments will focus on how the witness testimony supports their respective claims regarding the cause of the merger's failure.

Following the closing arguments, Vice Chancellor Will is expected to issue a written opinion approximately three months later. If either party disagrees with the ruling, they may appeal the decision directly to the Delaware Supreme Court. An appeal would add an estimated six months to one year to the timeline. The case has been active since 2024, and a final resolution is not anticipated until the midpoint of 2027.