Civil Procedure, Mergers & Acquisitions

In re Wayport, Inc. Litig., Consol. C.A. No. 4167-VCL (Del. Ch. May 1, 2013) (Laster, V.C.)

by Potter Anderson & Corroon LLP on 5/8/2013

In this opinion, the Court of Chancery, applying the “special facts doctrine,” rejected the plaintiffs’ claims for breach of the fiduciary duty of loyalty against the defendants arising out of sales of the plaintiffs’ stock...more

Rich v. Chong, C.A. No. 7616-VCG (Del. Ch. Apr. 25, 2013) (Glasscock, V.C.)

by Potter Anderson & Corroon LLP on 5/7/2013

In this opinion, the Court of Chancery denied a motion to dismiss a derivative action brought by a stockholder of Fuqi International, Inc. because the plaintiff pled facts that raised a reasonable doubt that the Fuqi board...more

Successor Banks of FDIC assets Not so Jolly after Jolley - A New Duty to Investigate?

by Allan Ickowitz, John Kim, Jennifer Meeker | Nossaman LLP on 5/7/2013

A recent California case appears to contradict the general rule holding that a successor bank that has acquired a commercial loan through an FDIC receivership may owe a duty to a commercial borrower to reasonably investigate...more

Delaware Chancery Court Holds that a Reverse Triangular Merger Is Not an Assignment by Operation of Law

by Andrew Beame, Burke Blackman, Peter Schaeffer | Patterson Belknap Webb & Tyler LLP on 5/1/2013

On February 22, 2013, the Delaware Chancery Court in Meso Scale v. Roche restored a degree of certainty to M&A planning by holding that the acquisition of a company through a reverse triangular merger (RTM) did not constitute...more

Recent Decisions Show Courts Closely Scrutinizing Fee Awards in M&A Litigation Settlements

by James Beha, Joel Haims | Morrison & Foerster LLP on 4/30/2013

Shareholder class and derivative suits quickly follow virtually every significant merger announcement. The vast majority of those suits that are not dismissed settle quickly, with the defendant corporation typically agreeing...more

Sixth Circuit in MedQuest: No FCA Liability for Violation of Medicare Conditions of Participation Without Violation of Conditions...

by Calvin Marshall | Chambliss, Bahner & Stophel, P.C. on 4/26/2013

On April 1, 2013, the U.S. Court of Appeals for the Sixth Circuit overturned an $11.1 million False Claims Act (FCA) judgment by the U.S. District Court for the Middle District of Tennessee against MedQuest Associates, Inc.,...more

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

by Ryan Costa, Pamela Millard, Michael Pittinger, Jacqueline Rogers, Janine Salomone | Potter Anderson & Corroon LLP on 4/22/2013

While M&A transactions give rise to many different types of litigation, including disputes between the merger parties and statutory appraisal actions, the most common type of litigation stemming from public company mergers is...more

GovCon Deal Bugaboo: Sales Tax Exposure

by Michael Fletcher | Berkeley Research Group, LLC on 4/19/2013

We recently wrapped up diligence proceedings for another GovCon M&A transaction, and the specter of sales tax exposure again reared its ugly head. Time and again we see contractors err in their evaluation of the implications...more

Condemn Now, CEQA-Compliance Later? OK. Maybe....

by Brad Kuhn | Nossaman LLP on 4/19/2013

Acquiring property for public projects typically does not occur until after the project has received environmental approval. While this is the generally accepted rule – and it makes sense for a number of reasons – must a...more

China’s Merger Control Rules Changing: MOFCOM Publishes New Draft Regulations on Remedies and Simple Cases

by Henry Chen, Frank Schoneveld | McDermott Will & Emery on 4/17/2013

China’s Ministry of Commerce recently issued two new draft regulations. The first provides a wider range of potential remedies to obtain the clearance of a concentration (e.g., a merger, acquisition, joint venture, etc.);...more

Buyer Beware: Seventh Circuit Upholds Application of the Federal Common Law Standard of Successor Liability in an Asset Sale

by Bill Berger, Adam Duerr, Gino Maurelli, Matthew Nyberg | Brownstein Hyatt Farber Schreck on 4/15/2013

One of the benefits to structuring an acquisition as an asset deal is that the buyer has the ability to choose the liabilities that it will assume and the liabilities that will remain with the seller, including contingent...more

7th Circuit Holds Successor Liable for FLSA Claims, Despite Buyer’s Disclaimer

by Leo Crowley, Thomas N. Makris, Alexander Parachini, Paula Weber | Pillsbury Winthrop Shaw Pittman LLP on 4/12/2013

In Teed v. Thomas & Betts Power Solutions, LLC, the 7th Circuit in an opinion written by Judge Posner held that, absent a good reason to withhold liability, a purchaser of assets was subject to successor liability for Fair...more

Delaware Supreme Court’s Decision in Allergan Won’t Fix the Problem of Multi-Jurisdictional Shareholder Litigation

by Douglas W. Greene | Lane Powell PC - Securities / D&O Discourse on 4/11/2013

On April 4, 2013, in the Allergan decision, the Delaware Supreme Court reversed the Court of Chancery’s ruling last year that the dismissal of a shareholder derivative action in California did not preclude other stockholders...more

Successor Liability Under The FLSA: Seventh Circuit Holds Purchaser Of Assets From Receiver Of Company Which Had Violated FLSA...

by M. Reid Estes, Jr., Daniel Gosch | Dickinson Wright on 4/11/2013

In a case which is sure to complicate the sale of companies (or discrete divisions thereof) and have widespread influence in other Circuits, the Seventh Circuit recently held that a company which acquired the assets (not...more

Delaware Court Finds That a Reverse Triangular Merger Does Not Result in an Assignment by Operation of Law

by Rebecca Brophy, Byron Kirkland | Smith, Anderson, Blount, Dorsett, Mitchell &... on 4/11/2013

In Meso Scale Diagnostics, LLC v. Roche Diagnostics GMBH the Delaware Court of Chancery confirmed that a reverse triangular merger did not result in an assignment by operation of law. This affirms the traditional view often...more

Employers Can Inherit The FLSA Liabilities Of Acquired Companies In 7th Circuit

by Michael Cardman | XpertHR - Partnered with LexisNexis on 4/8/2013

A new federal appeals court ruling on March 26, 2013, shows the old warning "buyer beware" applies not just to used cars but also to companies....more

Antitrust and Competition Newsletter - April 2013

by Orrick, Herrington & Sutcliffe LLP on 4/4/2013

In This Issue: - A Modern Look at The Nine Patent Licensing ‘No-Nos’ (Part Two): The Last Five ‘No-Nos’ *United States - Supreme Court Holds That Class Certification Under Rule 23(b)(3) Is Inappropriate...more

Proposed Amendments To The Delaware General Corporation Law

by John Grossbauer, Mike Morton | Potter Anderson & Corroon LLP on 4/4/2013

The Council of the Corporation Law Section of the Delaware State Bar Association has proposed legislation that will amend the General Corporation Law of the State of Delaware (the “DGCL”). If adopted, the legislation will...more

Seventh Circuit Affirms Imposition of Successor Liability for FLSA Claims

by Morgan Lewis on 4/4/2013

Purchasing company is found to be subject to successor liability for federal employment-related claims, even where it explicitly disclaimed such liability in the transfer of assets....more

Delaware Chancery Court Expands Number of Direct Claims Available to Stockholders

by Michael D. Redondo | Holland & Knight LLP on 4/4/2013

On March 15, 2013, the Delaware Court of Chancery denied motions to dismiss filed by a group of director defendants and certain affiliated funds for claims brought by a group of stockholders. The claims allege that the...more

Carsanaro, et al. v. Bloodhound Tech., Inc. et al., C.A. No. 7301-VCL (Del. Ch. Mar. 15, 2013) (Laster, V.C.)

by Potter Anderson & Corroon LLP on 3/28/2013

In this Opinion, the Court of Chancery denied, in large part, defendants’ motion to dismiss plaintiffs’ claims challenging several allegedly self-interested and dilutive transactions....more

Bill on Bankruptcy: Sigmund Freud, Marx Brothers, Bernie Madoff [Video]

by Bloomberg Law on 3/27/2013

March 27 (Bloomberg Law) -- There was no settlement afoot when U.S. District Judge Jed Rakoff put off a hearing on an effort by the trustee for Bernard L. Madoff Investment Securities LLC to block a $410 million settlement...more

Ohio Supreme Court Reverses Key Decision on Noncompete Agreements

by Kevin Hoskins on 3/21/2013

In 2011, I wrote an article about an important decision out of the Ohio First District Court of Appeals concerning the enforceability of a noncompete agreement following a corporate merger or acquisition. In Acordia of Ohio...more

In re BioClinica, Inc. Shareholder Litigation

by Enrico Granata | Morrison & Foerster LLP on 3/19/2013

In In re BioClinica, Inc. Shareholder Litigation, the Delaware Court of Chancery in a memorandum opinion on a motion to expedite examined the cumulative effect of deal protection devices to determine whether they should have...more

Supreme Court Enforces Arbitration Clause And Confines Court Of Appeals To The Arguments Raised By The Parties

by David Johnson | Winstead PC on 3/15/2013

In Richmont Holdings, Inc. v. Superior Recharge Sys., L.L.C., an asset purchase agreement included a binding arbitration clause. No. 12-0142, 2013 Tex. LEXIS 71 (Tex. January 25, 2013). The seller of the business signed an...more

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Civil Procedure › Mergers & Acquisitions

In re Wayport, Inc. Litig., Consol. C.A. No. 4167-VCL (Del. Ch. May 1, 2013) (Laster, V.C.)

Rich v. Chong, C.A. No. 7616-VCG (Del. Ch. Apr. 25, 2013) (Glasscock, V.C.)

Successor Banks of FDIC assets Not so Jolly after Jolley - A New Duty to Investigate?

Delaware Chancery Court Holds that a Reverse Triangular Merger Is Not an Assignment by Operation of Law

Recent Decisions Show Courts Closely Scrutinizing Fee Awards in M&A Litigation Settlements

Sixth Circuit in MedQuest: No FCA Liability for Violation of Medicare Conditions of Participation Without Violation of Conditions...

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

GovCon Deal Bugaboo: Sales Tax Exposure

Condemn Now, CEQA-Compliance Later? OK. Maybe....

China’s Merger Control Rules Changing: MOFCOM Publishes New Draft Regulations on Remedies and Simple Cases

Buyer Beware: Seventh Circuit Upholds Application of the Federal Common Law Standard of Successor Liability in an Asset Sale

7th Circuit Holds Successor Liable for FLSA Claims, Despite Buyer’s Disclaimer

Delaware Supreme Court’s Decision in Allergan Won’t Fix the Problem of Multi-Jurisdictional Shareholder Litigation

Successor Liability Under The FLSA: Seventh Circuit Holds Purchaser Of Assets From Receiver Of Company Which Had Violated FLSA...

Delaware Court Finds That a Reverse Triangular Merger Does Not Result in an Assignment by Operation of Law

Employers Can Inherit The FLSA Liabilities Of Acquired Companies In 7th Circuit

Antitrust and Competition Newsletter - April 2013

Proposed Amendments To The Delaware General Corporation Law

Seventh Circuit Affirms Imposition of Successor Liability for FLSA Claims

Delaware Chancery Court Expands Number of Direct Claims Available to Stockholders

Carsanaro, et al. v. Bloodhound Tech., Inc. et al., C.A. No. 7301-VCL (Del. Ch. Mar. 15, 2013) (Laster, V.C.)

Bill on Bankruptcy: Sigmund Freud, Marx Brothers, Bernie Madoff [Video]

Ohio Supreme Court Reverses Key Decision on Noncompete Agreements

In re BioClinica, Inc. Shareholder Litigation

Supreme Court Enforces Arbitration Clause And Confines Court Of Appeals To The Arguments Raised By The Parties

Bill on Bankruptcy: Sigmund Freud, Marx Brothers, Bernie Madoff [Video]

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