Liberalizations Decree: Main Relevant Changes and Powers of the Italian Competition Authority by McDermott Will & Emery on 5/23/2012 The main developments in antitrust are: 1. Merger Control (Art. 5-bis); From 1 January 2013: The Italian merger control thresholds will be cumulative and no longer alternative (i.e. the combined...more
M&A and Private Equity Update by Akerman Senterfitt on 5/23/2012 This year’s edition reflects relative consistency of national trends with the prior year. While aggregate transaction activity nationally in 2011 was only marginally higher than in 2010, we are pleased that our clients...more
Martin Marietta Materials, Inc. v. Vulcan Materials Co., C.A. 7102-CS (Del. Ch. May 4, 2012) (Strine, C.) - May 04, 2012 by Potter Anderson & Corroon LLP on 5/22/2012 In this memorandum opinion, the Court of Chancery construed two confidentiality agreements executed by direct competitors at the outset of friendly negotiations regarding a possible business combination. Although neither of...more
Delaware Chancery Court Finds Breach of Confidentiality Agreement and Enjoins Martin Marietta’s Hostile Bid for Vulcan Materials by White & Case LLP on 5/18/2012 A recent decision of the Delaware Chancery Court shines a spotlight on the terms of confidentiality agreements and the critical importance of explicit drafting to avoid unintended consequences. Ambiguous terms in a...more
New Guidance on Confidentiality Agreements by Ropes & Gray LLP on 5/17/2012 A recent opinion regarding the enforcement of certain provisions commonly found in confidentiality agreements in the context of a hostile takeover provides important guidance on the drafting process of such agreements. In...more
Mergers and Acquisitions Alert: Delaware Chancery Court Enforces Confidentiality Agreement by Enjoining Hostile Bid by Fenwick & West LLP on 5/16/2012 The Delaware Chancery Court recently issued an opinion finding that Martin Marietta violated two confidentiality agreements when it launched a hostile take-over bid for Vulcan Materials. While neither agreement included an...more
Delaware Chancery Court Relies on Ontario Decision on Confidentiality Agreements to Block a $5.3 Billion Hostile Bid by Osler, Hoskin & Harcourt LLP on 5/11/2012 Taking a page from Ontario’s playbook, highly respected Delaware Chancellor Leo Strine Jr. recently found that a confidentiality agreement could temporarily block a subsequent hostile bid and proxy contest, even in the...more
Canadian Patents: Importance of Registering Assignment by Field Law on 5/2/2012 This is a review of a recent decision of the Ontario Superior Court of Justice, which has implications for Canadian patent owners and assignees. The case is Verdellen v. Monaghan Mushrooms Ltd. The facts are that...more
In re Answers Corp. S'holder Litig., C.A. No. 6170-VCN (Del. Ch. Apr. 11, 2012) (Noble, V.C.) by Potter Anderson & Corroon LLP on 4/17/2012 In this memorandum opinion, the Court denied motions to dismiss claims for breach of the fiduciary duty of loyalty and aiding and abetting the conduct of the board of directors of Answers Corporation (“Answers”) in connection...more
FTC Wins Preliminary Injunction, Stopping Second Hospital Merger in a Week by Venable LLP on 4/13/2012 In a second hospital merger victory in a week for the Bureau of Competition at the Federal Trade Commission (FTC), Federal District Court Judge Kapala in the Northern District of Illinois granted the FTC’s motion for a...more
Rockford Returns — Part II: Court Grants FTC’s Preliminary Injunction Against Hospital Merger to Preserve Status Quo for... by Mintz Levin - Health Law on 4/11/2012 In 1989, the Antitrust Division of the United States Department of Justice (DOJ) successfully challenged a proposed merger between Rockford Health System (Rockford) and SwedishAmerican Health System (SwedishAmerican), two of...more
FTC Granted Preliminary Injunction Against OSF Healthcare System/Rockford Health System by King & Spalding on 4/11/2012 The U.S. District Court for the Northern District of Illinois granted the request for a preliminary injunction by the Federal Trade Commission (FTC), pending a full administrative trial before an FTC Administrative Law Judge...more
Frank v. Elgamal, C.A. No. 6120-VCN (Del. Ch. Mar. 30, 2012) (Noble, V.C.) by Potter Anderson & Corroon LLP on 4/3/2012 In this memorandum opinion, the Court of Chancery addressed a motion to dismiss a stockholder class action complaint challenging the merger of a wholly owned subsidiary of AH Holdings, Inc. with and into American Surgical,...more
In re Celera Corp. S'holder Litig., C.A. No. 6304-VCP (Del. Ch. Mar. 23, 2012) (Parsons, V.C.) by Potter Anderson & Corroon LLP on 3/27/2012 In this opinion, the Delaware Court of Chancery addressed several issues related to class actions alleging breaches of fiduciary duty, including typicality and adequacy and the effect of the recent United States Supreme Court...more
Delaware Chancery Court Reluctantly Declines to Stop Stockholder Vote by Loeb & Loeb LLP on 3/16/2012 The Delaware Chancery Court denied an application for preliminary injunction to stop a stockholder vote on a merger, in In re El Paso Corporation Shareholder Litigation, Consolidated CA No. 6949-CS. El Paso, which has...more