Civil Remedies Mergers & Acquisitions

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The Tie that Binds: Enforceabliity of Merger Provisions Against Non-signatory Shareholders

The Predicament - One challenge encountered in M&A deals is how to bind all shareholders of the target company to all deal terms. For private companies with few shareholders, this is not much of a challenge. However,...more

Merger does not invalidate noncompete, nonsolicitation covenants

When corporate mergers and acquisitions take place, the parties frequently ask, “What is the effect on the acquired company’s contracts?” That was the issue in a case involving noncompetition and nonsolicitation covenants in...more

FTC Again Finds Success in High-Profile Hospital Merger Appeal

For the second time in recent weeks, the Federal Trade Commission (FTC) prevailed in its challenge of a high-profile hospital merger. This time, the appeal stemmed from a June 14, 2016, order by Judge Jorge Alonso of the...more

The End of the Road for Hershey Medical Center's Merger: Parties Abandon Transaction After Third Circuit Rules That Hospital...

The decision serves as a reminder of the uphill battle that merging health care providers have faced since the FTC’s adoption of its current rigid market definition standard in 2007. The U.S. Court of Appeals for the...more

Third Circuit Grants FTC Injunction in Penn State Hershey-Pinnacle Merger, Overruling Lower Court

On September 27, the U.S. Court of Appeals for the Third Circuit handed the Federal Trade Commission a big win, overturning the Middle District of Pennsylvania’s denial of an injunction to block the proposed merger of Penn...more

FTC Finds Success in High-Profile Hospital Merger Appeal

Many of our readers will recall the decision from Judge John Jones III of the Middle District of Pennsylvania earlier this year, denying the Federal Trade Commission’s (FTC) motion to enjoin 551-bed Penn State Milton S....more

Competition News September 2016

By a controversial decision, the Constitutional Council ruled that so-called “simple” investigations comply with the constitution - The investigation services of the French Competition Authority made several requests for...more

Taming the Bull Rider: Chancery Court Reining in Mootness Fee Awards in Merger Litigation

Last month, the Delaware Chancery Court drastically reduced – from $275,000 to $50,000 – a mootness fee award requested by plaintiffs’ counsel in a lawsuit challenging the merger between PayPal and Xoom Corporation, finding...more

Strike Suit Struck Down

It seems that the announcement of any corporate transaction triggers a race to the courthouse by plaintiffs’ firms. These firms specialize in filing class action lawsuits demanding additional disclosures for the benefit of...more

CDX Holdings, Inc. (f.k.a. Caris Life Sciences, Inc.) v. Kurt Fox, No. 526, 2015 (Del. June 6, 2016) (Holland, J)

In this split decision, a 4-1 majority of the Delaware Supreme Court affirmed the Court of Chancery’s post-trial ruling that Caris Life Sciences’ (“Caris” or the “Company”) board of directors (the “Board”) breached a stock...more

Fifth Circuit Rejects Misbehavior Challenge To Arbitration Award

Foundation Surgery Affiliate of Southwest Houston, LLC (“Southwest”), the owner of a surgical and imaging facility in Houston, entered into a purchase and sale agreement in 2008 with Rainier Capital Acquisitions, LP, which...more

Delaware Law Updates – What Is the Fair Value of a Stock? Delaware Court of Chancery Rejects the Transaction Price as the Most...

In two recent decisions out of the Delaware Court of Chancery – In re: Appraisal of DFC Global Corp., C.A. No. 10107-CB ("DFC Global") and In re: Appraisal of Dell Inc., C.A. No. 9322-VCL ("Dell") – Chancellor Bouchard and...more

DOJ Sues to Block Health Plan Mergers

The U.S. Department of Justice (DOJ), joined by attorneys general from several states, filed a lawsuit last Thursday in the U.S. District Court for the District of Columbia seeking to block two major mergers between health...more

Court Declines to Prevent Merger of Washington Medical and Recreational Marijuana Markets

Over the last year, the Washington state marijuana industry has anticipated the transition from an unregulated medical marijuana market to an integrated, medical-recreational market on July 1, 2016, under the Cannabis Patient...more

Hospital Mergers: Is the FTC’s Winning Streak Over?

Following a winning streak dating back to its 2007 win in Evanston, the Federal Trade Commission (FTC) has suffered two losses over the last month in two of its three pending hospital merger challenges. On June 14, 2016, a...more

FTC Loses Another Hospital Merger Challenge

On June 14, 2016, Illinois federal judge Jorge L. Alonso denied the Federal Trade Commission (FTC) and state regulators’ efforts to block the merger of Advocate Health Care (Advocate) and NorthShore University Health System...more

FTC Suffers Another Hospital Merger Loss in Advocate-NorthShore

On Tuesday, June 14, 2016, the U.S. District Court for the Northern District of Illinois declined to temporarily block the proposed merger of Advocate Health Care Network and NorthShore University HealthSystem in the Chicago...more

Federal Trade Commission Suffers Setback in Major Hospital Merger Case

On Tuesday, June 14, 2016, U.S. District Judge Jorge Alonso of the Northern District of Illinois declined to grant the Federal Trade Commission (FTC) a preliminary injunction to temporarily stop a merger between Downers...more

Court Halts FTC’s Bid to Block Chicago-Area Hospital Merger

On June 14, 2016, in FTC v. Advocate Health Care et al., No. 15-cv-11473, the District Court for the Northern District of Illinois denied the Federal Trade Commission’s attempt to stop the merger of Advocate Health Care...more

Delaware Chancery Court Grants Appraisal Petition After Finding Dell MBO Transaction Provided Stockholders Less Than Fair Value

Vice Chancellor Laster of the Delaware Chancery Court recently issued an important opinion in In Re: Appraisal of Dell Inc.C.A. No. 9322-VCL (May 31, 2016), holding that merger consideration offered to Dell, Inc’s common...more

FTC Wins Stay of Pennsylvania Hospital Merger Pending Appeal in Third Circuit

The Third Circuit granted on Tuesday the Federal Trade Commission’s (“FTC”) request for an injunction pending appeal of the proposed merger between Penn State Hershey Medical Center and Pinnacle Health System. The injunction...more

Delaware Supreme Court Clarifies Standards in Corporate Takeovers

On May 6, 2016, the Delaware Supreme Court upheld a merger between Zale Corporation (“Zales”) and Signet Jewelers Limited (“Signet”) when it affirmed a lower court’s dismissal of a shareholder class action that sought to...more

FTC Blocks Staples’ Acquisition of Office Depot

After more than a year-long battle with the Federal Trade Commission (FTC), the proposed acquisition of Office Depot, Inc. (ODP) by Staples, Inc. (SPLS) was blocked by the Honorable Emmet G. Sullivan of the U.S. District...more

FTC Loses Pennsylvania Merger Challenge in District Court and Seeks Emergency Appeal to Third Circuit

On May 9, 2016, a Pennsylvania federal judge denied efforts by the Federal Trade Commission (FTC) and state regulators to block the merger of Penn State Milton S. Hershey Medical Center (Hershey) and Pinnacle Health System...more

Lessons Learned – The State of Affairs in US Merger Review

In Depth - In the last year, the US antitrust regulators successfully challenged multiple transactions in court and forced companies to abandon several other transactions as a result of threatened enforcement actions....more

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