Constitutional Law Mergers & Acquisitions

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City of Providence v. First Citizens BancShares, Inc., C.A. No. 9795-CB (Del. Ch. Sept. 4, 2014) (Bouchard, C.)

In this consolidated opinion concerning the validity of a forum selection bylaw, the Court of Chancery affirmatively answered, among other things, an issue of first impression: “whether the board of a Delaware corporation may...more

Delaware Court Denies Attorneys’ Fees for Stockholders in Appraisal Proceedings

The Delaware Court of Chancery recently held that certain stockholders who launched appraisal proceedings challenging a merger lacked standing to obtain reimbursement of attorneys’ fees from a $10.7 million settlement in a...more

Oral Arguments Held in First-Ever Challenge to CFIUS National Security Review of Foreign Investments in the United States

On May 5, the US Court of Appeals for the District of Columbia (DC Circuit) heard oral arguments in Ralls Corp. v. CFIUS et al. The case is the first ever challenge to the review process conducted by the Committee on Foreign...more

In re Quest Software, Inc., S'holders Litig., C.A. No. 7357-VCG (Del. Ch. Nov. 12, 2013) (Glasscock, V.C.)

In this letter opinion, the Court of Chancery addressed plaintiffs’ application for attorneys’ fees under the corporate benefit doctrine in the context of a mooted litigation. Plaintiffs sought a $2.8 million fee award. The...more

Bill on Bankruptcy: Madoff Victims Rooting for Stanford Victory  [Video]

Nov. 14 (Bloomberg) -- How the U.S. Supreme Court rules in a case involving the R. Allen Stanford Ponzi scheme may decide whether those defrauded by Bernard Madoff recover in full, as Bloomberg Law's Lee Pacchia and Bloomberg...more

Health Care Antitrust & the Supreme Court – Interview with Bruce Sokler, Member, Mintz Levin  [Video]

Attorney Bruce Sokler, Chair of Mintz Levin's Antitrust Practice, discusses the Supreme Court’s first ever health care antitrust merger decision and its implications for the future. ...more

Bill on Bankruptcy: Detroit Judge Might Lose Grip on the Case  [Video]

Sept. 12 (Bloomberg) -- The possibility that the most significant decisions affecting Detroit will not be made in bankruptcy court elevates the motor city to the "Case of the Week" status on the bankruptcy video with...more

American Suspicions Could Deter Chinese Investment

Chinese officials have long complained about American national security reviews, insisting they are an obstacle to Chinese investment in the United States....more

In re Quest Software Inc. S'holders Litig., C.A. No. 7357-VCG (Del. Ch. July 3, 2013) (Glasscock, V.C.)

In this decision, the Court of Chancery denied plaintiffs’ motion to compel the discovery of privileged documents and communications, finding that the “at issue” exception to the attorney-client privilege did not apply and...more

Supreme Court Unanimously Rejects Antitrust Immunity in Hospital Merger Case

What you need to know: The Supreme Court issued a unanimous decision siding with the FTC against a hospital merger in Georgia. What you need to do: Companies should conduct careful analysis before...more

Supreme Court Limits State Action Immunity In FTC v. Phoebe Putney Health System, Inc.

On Tuesday, the United States Supreme Court reined in the state action immunity doctrine, which exempts municipalities from scrutiny under the federal antitrust laws when they act pursuant to a “clearly articulated state...more

Supreme Court Hands FTC Victory on State Action Immunity

In a unanimous opinion, the U.S. Supreme Court this week tightened the standard for state action immunity under federal antitrust laws in a case involving a hospital merger. This decision arguably tightens the reins on the...more

Placing Limits on the State Action Doctrine, the Supreme Court Subjects Local Government Hospitals to Scrutiny under the Antitrust...

Recent major regulatory and technological developments have brought forth historic changes to the health care market. Health care providers have responded to these developments in several ways. One such mechanism, hospital...more

3 Employer Bummers: Veganism A "Religion," ADA Interactive Process Fails, And Costly Severance Mistake

A court says veganism might be a "religion" requiring accommodation, a school district gets nailed for failing to engage in the "interactive process" under the Americans with Disabilities Act, and yet another employer makes...more

State and Local Tax Insights -- Fall 2012

In This Issue: State Tax Issues in Mergers, Acquisitions and Restructurings: Food for Thought; Upcoming 2012-2013 Speaking Engagements; The Due Process Clause as a Bar to State Tax Nexus; Paul H. Frankel, Craig B. Fields...more

Life After Patchak: What Does It Mean For Tribal Gaming in California?

Originally published in Riverside Lawyer, October 2012. The tribal gaming industry received a blow from the United States Supreme Court right before the high court ended its session for the summer. Whether the blow is...more

California Bill Threatens Market Exception For Dissenters’ Rights

The California legislature is taking its summer recess and will reconvene on August 6. Joint Rule 51(b)(2). It will then sit until August 31 which is the last day for either the Senate or the Assembly to pass bills. Cal....more

Supreme Court to Hear FTC Challenge to Anticompetitive Merger

The U.S. Supreme Court has agreed to hear the Federal Trade Commission's (FTC) appeal of an Eleventh Circuit ruling that a merger of two Georgia hospitals, Phoebe Putney Health System, Inc. (Phoebe) and Palmyra Park Hospital,...more

Supreme Court to Hear FTC Challenge to Georgia Hospital Merger

On June 25, the United States Supreme Court granted the Federal Trade Commission’s request that it review the 11th Circuit’s decision in Federal Trade Commission v. Phoebe Putney Health System. The case involves the FTC’s...more

Governor Brown Submits Agency M&A Proposal

Article V, Section 6 of the California Constitution provides that the legislature may provide by statute for the Governor to “assign and reorganize functions among executive officers and agencies and their employees, other...more

PA Bank Shares Tax: Big News for Banks Involved in Mergers

Today, the Commonwealth Court decided the Lebanon Valley Farmers Bank case1. The case produces a big problem for banks that have, in the past six years, been involved in a merger between a bank that is a bank shares taxpayer...more

Tenth Circuit Holds Corporate Shareholders Do Not Have Standing Under Rico To Sue Derivatively For Alleged Injuries To Corporation

In Bixler v. Foster, No. 09-2138, 2010 WL 597477 (10th Cir. Feb. 22, 2010), the United States Court of Appeals for the Tenth Circuit affirmed the dismissal of a class action lawsuit brought by minority shareholders of Mineral...more

Communications Law Bulletin -- June 2007

In this issue: The Month in Brief Congress Continues to Introduce Targeted Bills Second Circuit Vacates FCC Order Finding “Fleeting Expletives” Indecent Video Franchise Bills Continue to Move Ahead in the States, While...more

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