Civil Remedies Mergers & Acquisitions Civil Procedure

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Four Takeaways from the ABA Antitrust Section's 2016 Spring Meeting

Antitrust practitioners, enforcers and industry professionals came together in Washington, D.C. for the 64th installment of the ABA Section of Antitrust Law's annual Spring Meeting. The Spring Meeting provides a look at the...more

The FTC's Three Current Hospital Merger Challenges: Will the FTC Ever Lose?

Beginning with the Federal Trade Commission’s 2007 decision in Evanston Northwestern Healthcare Corp., holding that a hospital merger in the North Chicago suburbs violated the antitrust laws, the FTC has experienced...more

Louisiana Municipal Police Employees’ Retirement System v. Black, C.A. No. 9410-VCN (Del. Ch. Feb. 19, 2016) (Noble, V.C.)

In this letter opinion, the Court of Chancery awarded a $144,375 fee to counsel for Louisiana Municipal Police Employees’ Retirement System (“Plaintiff”) on a mootness fee application in connection with the terminated merger...more

Delaware Court of Chancery Clamps Down on Disclosure-Only Settlements

In recent years, lawsuits challenging mergers and acquisitions have become almost ubiquitous. Virtually all of these cases settled for disclosure-only settlements in which the target’s stockholders received no money. Of...more

Court Holds that Disgorgement Award for Breach of Fiduciary Duty Was Neither Punitive Nor Excessive and that Exemplary Damages...

A court of appeals recently issued an opinion rejecting a fiduciary’s claims regarding the excessiveness of the trial court’s judgment that awarded disgorgement and exemplary damages. In Swinnea v. ERI Consulting Engineers,...more

RBC Capital Markets, LLC v. Jervis, No. 140, 2015 (Del. Nov. 30, 2015) (Valihura, J.)

In this en banc decision, the Delaware Supreme Court affirmed the principal legal holdings and final judgment of the Court of Chancery finding, among other things, that RBC Capital Markets, LLC (“RBC”) aided and abetted...more

Court Of Chancery Explains When A Minority Stockholder May Have Actual Control Over A Deal

This is another in a series of decisions dealing with the allegation that a minority stockholder controlled a deal through its control of a majority of the board of directors....more

Court Of Chancery Calculates Mootness Benefit In Post-Trulia Decision

This is an interesting decision for two reasons. First, the decision awards a mootness fee for disclosures and changes to deal protection measures in a merger gone bust. Thus, the opinion is useful precedent in the...more

The Demise of Disclosure-Only Settlements?

On January 22, 2016, the Delaware Court of Chancery, in an opinion of Chancellor Bouchard, rejected a proposed disclosure-only settlement in the context of M&A litigation that offered no new helpful information to the...more

Minnesota Court of Appeals Articulates Test for Direct Shareholder Claims in In re Medtronic, Inc. Shareholder Litigation

On January 25, 2016, the Minnesota Court of Appeals decided In re Medtronic, Inc. Shareholder Litigation, holding that a shareholder’s claim is properly characterized as a direct claim, not a derivative claim, even where all...more

Disclosure Settlement Rejected in Trulia Merger Litigation

Chancellor Bouchard of the Delaware Court of Chancery rejected a disclosure settlement in In Re Trulia, Inc. Stockholder Litigation. The Chancellor concluded the terms of the proposed settlement were not fair or reasonable...more

FTC and Pennsylvania Challenge Penn State Hershey’s Planned Merger with PinnacleHealth System

BNA has reported the planned merger of Penn State Hershey Medical Center with PinnacleHealth System will be challenged in federal court by federal and state officials. The Federal Trade Commission and Pennsylvania’s...more

M&A Update: Delaware Supreme Court Upholds Rural Metro Decision, but Financial Advisors Can Breathe a Sigh of Relief

In a November 30, 2015 decision, the Delaware Supreme Court upheld the Delaware Chancery Court’s $76 million damages award against RBC Capital in In re Rural/Metro Corp. S’holders Litig. The ruling, however, notably rejected...more

Business Judgment Rule Applies to Merger Approved by Informed, Disinterested Stockholders

Delaware Supreme Court’s ruling provides additional grounds for dismissal in post-closing stockholder litigation regarding mergers that are not subject to entire fairness review. Introduction - Clarifying a...more

Mannix v. PlasmaNet, Inc., C.A. No. 10502-CB (Del. Ch. July 21, 2015) (Bouchard, C.)

In this memorandum opinion, the Court of Chancery granted a motion to dismiss and approved a settlement whereby certain former stockholders would dismiss their appraisal demands in exchange for shares of the surviving...more

"Federal Trade Commission Loses Challenge to Steris-Synergy Deal"

On September 24, 2015, the U.S. District Court for the Northern District of Ohio denied the Federal Trade Commission’s (FTC) bid to enjoin Steris Corporation (Steris) from acquiring its alleged potential competitor, Synergy...more

Delaware Court Holds Interested Directors Liable for "Fairer Price" In Going Private Transaction

In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C....more

Kimble v. Marvel Changes How Patent Licenses Should Be Drafted and Also Diligenced in Transactions

In 1990, Stephen Kimble obtained a patent for a toy that allowed children and adults to shoot “webs” from the palms of their hands. Kimble met with the president of Marvel Enterprises, Marvel Entertainment’s predecessor, to...more

When You Wish Upon A (Lode)Star: NC Business Court Cuts Fees Requested By Attorneys For Class Plaintiffs

The Business Court last week knocked down a fee request of Plaintiffs' class action counsel to $500,000, from the $660,000 requested, in an Order in Nakatsukasa v. Furiex Pharmaceuticals, Inc., 2015 NCBC 68. The...more

Important Implications for Merger Planning: Canadian Competition Tribunal Issues Decision on Interim Remedies and Use of Hold...

On June 3, 2015, the Canadian Competition Tribunal issued a decision requiring Parkland and Pioneer to hold separate six retail gas stations for the duration of the Commissioner of Competition’s challenge to their proposed...more

Alliant Techsystems, Inc. v. MidOcean Bushnell Holdings, L.P., C.A. No. 9813-CB (Del. Ch. Apr. 24, 2015) (Bouchard, C.)

In this memorandum opinion, the Court of Chancery granted a request for specific performance requiring a party to a stock purchase agreement to submit a dispute over accounting methodology relating to the calculation of net...more

Court Decision Helps REITs Strategize for Successful Acquisitions in the Face of Shareholder Litigation

Decision of note for REITs contemplating asset acquisitions involving stock consideration that requires stockholder approval, even if the transaction does not effect a change-in-control. Background – Following...more

The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval...more

Oregon Federal Court Weighs In on Disputed Umbrella Theory of Damages

An Oregon federal court recently relied on the so-called umbrella theory of damages to decide that the plaintiffs had an antitrust injury necessary to pursue an injunction. While this decision has garnered attention for...more

FTC Ordered to Reveal Names of Witnesses to Sysco, US Foods

A federal judge in Washington, DC ruled last week that the FTC must disclose the names of the individuals it relied on in its bid to block a proposed $3.5 billion merger between Sysco and US Foods. The FTC attached under seal...more

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