Mergers & Acquisitions General Business Intellectual Property

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Antitrust and Competition Newsletter - December 2013

Japan’s METI Submits Amicus Brief in the TFT-LCD Litigation Seeking to Limit the Extraterritorial Reach of U.S. Antitrust Laws - On Oct. 31, 2013, Japan’s Ministry of Economy, Trade and Industry submitted a brief in...more

Antitrust agencies amend premerger notification rules to clarify reporting of certain acquisitions of exclusive patent rights in...

The US Federal Trade Commission, with the concurrence of the Antitrust Division of the US Department of Justice, has amended the premerger notification rules to clarify when a transfer of exclusive rights to a patent or part...more

FTC Announces Amendments to Hart-Scott-Rodino Rules Regarding Pharmaceutical Patent Licenses

The Federal Trade Commission (FTC) has announced revisions to the rules under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) that will apply to certain transactions involving the transfer of patent rights in...more

FTC Finalizes Amendments To HSR Rules Regarding Transfer Of Exclusive Patent Rights In The Pharmaceutical Industry

The Federal Trade Commission (FTC) has finalized certain amendments to the Hart-Scott-Rodino (HSR) premerger notification regulations clarifying the scope of reportable transactions involving transfers of patent rights in the...more

FTC Expands the Scope of Pharmaceutical Licensing Transactions That Will Be Subject to Premerger Review

The Federal Trade Commission (FTC) recently announced that it has finalized amendments to the premerger notification rules (HSR Rules) that provide a framework for determining when a transaction involving the transfer of...more

FTC Broadens Notification Requirements for Transfers of Pharmaceutical Patent Rights

The Federal Trade Commission (FTC) has revised the rule for determining when a transfer of exclusive rights to a patent in the pharmaceutical industry (including biologics and medicine manufacturing) results in a potentially...more

Finalized Amendments to Premerger Notification Rules Will Impact Pharma Companies

Pharmaceutical companies that use exclusive patent licenses to bring drugs and medicines to market must now notify the U.S. antitrust agencies of more of these types of licensing transactions and await approval before...more

FTC Orders Greater HSR Reporting of Patent Licenses in the Pharmaceutical Sector

Background. One item on the negotiation checklist for patent licenses in the pharmaceutical sector is compliance with the U.S. Hart-Scott-Rodino (“HSR”) Premerger Notification Rules. The HSR rules require that certain patent...more

HSR Act Rules Expand For Pharmaceutical Licensing Agreements

Rules from the Federal Trade Commission include new requirements for reporting pharmaceutical patent transfers. On November 6, the Federal Trade Commission (FTC) released finalized amendments to the premerger...more

Changes to FTC Premerger Rules Expand HSR Notification Requirements for Pharmaceutical Patent License Transactions

Yesterday, the U.S. Federal Trade Commission (“FTC”) issued its final rule (the “New Rule”) to the Hart-Scott-Rodino (“HSR”) Act Premerger Notification Regulations to clarify and expand the coverage of the HSR Act to patent...more

FTC Issues Premerger Notification Review Changes for Pharmaceutical Patent License Transfers

The Federal Trade Commission (FTC) issued final changes to the premerger notification rules to expand the circumstances that require pharmaceutical industry companies to report proposed acquisitions of exclusive patent rights...more

FTC Announces Amendments to HSR Rules Regarding the Transfer of Pharmaceutical Patent Rights

The Federal Trade Commission has announced an amendment to the premerger notification rules under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “Act”), which will require increased reporting of...more

Final FTC Rules Will Generate More HSR Filings for Transfers of Pharmaceutical Patent Rights

The U.S. Federal Trade Commission (FTC) announced final changes to the Hart-Scott-Rodino (HSR) Act premerger notification rules that will broaden the circumstances under which parties must file premerger notifications in...more

Navigating the Dual Track M&A/IPO– Part One [Video]

Chicago-based partner Cathy Birkeland explains the dual track Mergers and Acquisition (private confidential auction process) and Initial Public Offering process. - Filing a registration statement - Finding a buyer while...more

When Is a Non-Binding Term Sheet or Letter of Intent Enforced as a Binding Contract?

In almost all corporate transactions, the first piece of written documentation the parties exchange and execute (after a non-disclosure agreement) is a letter of intent or term sheet (“LOI”), which is intended to summarize...more

Court Rules NJ Charities Must Follow Donor’s Wishes or Return Money

Court Rules NJ Charities Must Follow Donor’s Wishes or Return Money by Christine M. Vanek on August 21, 2013 The Appellate Division of the New Jersey Superior Court recently clarified what happens when a charity...more

The Antitrust Review Of The Americas 2013: US: Recent Developments in Intellectual Property Antitrust Law

United States antitrust laws seek to encourage free and open competition by preventing exclusionary conduct that threatens the competitive process. Intellectual property rights (IPR) laws, by contrast, are designed to...more

Take 5 Newsletter: Restrictive Covenants, Federal Trade Secret Enforcement Initiative, Uniform Trade Secrets Act, Liability for...

In the area of trade secrets and non-compete law, there continue to be notable developments at the state and federal levels. Here are five recent ones. ...more

When a Non-binding Term Sheet Becomes Binding

Tire-kickers, prevaricators and those who might otherwise agree on a term sheet with little intention of closing the deal beware: A “non-binding” term sheet is sometimes binding....more

Delaware Court Rules That a Reverse Triangular Merger Does Not Constitute an Assignment By Operation of Law of the Surviving...

The Delaware Court of Chancery in Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH (Feb. 22, 2013), ruled that under Delaware law a reverse triangular merger did not violate a provision in a license agreement of the...more

Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH, C.A. No. 5589-VCP (Del. Ch. Feb. 22, 2013) (Parsons, V.C.)

In this memorandum opinion addressing defendants’ motion for summary judgment, the Court of Chancery dismissed plaintiffs’ claim that a reverse triangular merger constituted an assignment of rights in breach of a contractual...more

Delaware Court Finds Reverse Triangular Merger Does Not Violate Contractual Prohibition on Assignment by Operation of Law

The Delaware Chancery Court, in Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH (Feb. 22, 2013), held that the acquisition of a company in a reverse triangular merger did not violate a restriction in an existing...more

Delaware Chancery Court in Meso Scale v. Roche: Reverse Triangular Merger Does Not Trigger Consent Requirements in Assignment...

On February 22, 2013, the Delaware Court of Chancery held in Meso Scale v. Roche that the acquisition of a company through a reverse triangular merger does not result in the assignment—by operation of law or otherwise—of an...more

How Do You Solve a Problem Like PAEs?

Policy makers in Washington, DC have been hearing about the problems created by patent assertion entities – PAEs or, to some, “patent trolls” – from a number of quarters over the past few years. PAEs are generally entities...more

Acquiring IT Assets in M&A May Pose Greater Liability Than Value

Robert J. Scott, Managing Partner of Scott & Scott, LLP, says IT assets acquired in a merger may have greater liability attached to them than the assets are worth. Recent cases including Cincom vs. Novelis and ACS vs. Cincom...more

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