Former Albertsons CEO Vivek Sankaran was expected to be the first witness as the trial over the failed Kroger-Albertsons merger kicked off Monday in the Delaware Court of Chancery, followed by former Kroger CEO Rodney McMullen and the antitrust attorneys who advised both chains, according to Supermarket News.

Albertsons filed suit soon after the $24.6 billion merger was terminated in December 2024, seeking a $600 million breakup fee, and has since added a claim for more than $8 billion in damages based on lost shareholder value.

Transport Topics reports the two-week bench trial before Judge Lori Will will decide whether Kroger knowingly breached the merger agreement.

The trial is unusual because both chief executives left their companies soon after the deal fell apart — Supermarket News reports McMullen was forced out in March for undisclosed ethical violations related to his personal conduct, while Sankaran retired a few months later.

A federal court blocked the merger in December 2024 after the FTC said combining more than 4,000 stores would create too much market power, Transport Topics reports.

Legal observers told Transport Topics the case will turn on what Kroger executives said internally in emails about what they knew and why they made their decisions, to distinguish a failed strategy from a knowing breach of bad faith.

Albertsons alleges Kroger's efforts to satisfy antitrust regulators were insufficient: Supermarket News reports Kroger's divestiture plan grew from 238 stores to 579, and Albertsons criticized the selection as the weakest performers chosen so Kroger could retain the most profitable stores.

Albertsons also claims Kroger ignored FTC advice on supermarket divestitures and failed to engage state attorneys general, per Supermarket News.

Kroger counters that it invested more than $1 billion pushing for the merger but faced regulators determined to block it, arguing the FTC's narrow view of the competitive landscape would have required selling more stores than the 650-store cap in the agreement, Transport Topics reports.

Bloomberg Intelligence analysts cited by Transport Topics predict Kroger likely won't owe damages beyond the termination fee because a judge is unlikely to find a knowing breach, but there is a 70% chance Kroger pays the $600 million fee for a non-willful breach.

Kroger says it doesn't owe even that, arguing Albertsons breached the agreement through secret communications with divestiture buyer C&S Wholesale Grocers, Transport Topics reports.

Antitrust lawyer Barry Nigro told Transport Topics the ruling could reshape how companies draft merger agreements, depending on how the court interprets what 'commercially reasonable efforts' means.

Both chains have since shuttered stores and cut costs — Kroger plans to trim 3,000 corporate staff over three years, Supermarket News reports — and a ruling could take months, with appeal to the Delaware Supreme Court possible.