Mergers & Acquisitions, Commercial Law & Contracts, Intellectual Property

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

by BakerHostetler on 3/11/2013

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.)

by Potter Anderson & Corroon LLP on 3/6/2013

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

by Michael O'Bryan, Ted Powers III | Morrison & Foerster LLP on 3/5/2013

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...

by Wilson Sonsini Goodrich & Rosati on 3/4/2013

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?

by Robert P. Davis, Jeffri Kaminski | Venable LLP on 1/17/2013

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

by Scott & Scott, LLP on 1/15/2013

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

Are the Regulators Coming after the Patent Trolls?

by Bill Devinney | BakerHostetler on 12/24/2012

The Federal Trade Commission and the Department of Justice recently held a workshop to discuss the effects of patent assertion entities (PAEs) on innovation and competition....more

Winshall v. Viacom Int'l Inc., C.A. No. 6074-CS (Del. Ch. Dec. 12, 2012) (Strine, C.)

by Potter Anderson & Corroon LLP on 12/19/2012

In this memorandum opinion, the Court of Chancery held that stockholders of an acquired video game developer were not required to indemnify the acquirer for losses it incurred defending claims based on intellectual property...more

The FCPA Guidance: An Exploration of ‘Corruptly’ and ‘Willfully’

by Thomas Fox on 11/19/2012

Today I wanted to begin to look at the Department of Justice (DOJ) “A Resource Guide to the U.S. Foreign Corrupt Practices Act” (the “Guidance”), which was released last week and available (at no cost) here. Initially I...more

Open Source Due Diligence

by Aahit Gaba on 11/12/2012

Facts Acquirer must know !!!...more

Global Innovation for Your Compliance Program

by Thomas Fox on 10/24/2012

One of the areas where the best practices for Foreign Corrupt Practices Act (FCPA) compliance programs is evolving is in the area a less US centric approach and incorporating the diversity across the globe. Many companies are...more

What is Your Magic Number? Creation, Implementation and Administration of a Hotline

by Thomas Fox on 10/4/2012

For the Astros, it is not this season’s ignominious record of 107 losses, which they achieved yesterday with a season ending loss to the Chicago Cubs, but the magic number of 186; which is the number of days until the...more

New FTC/DOJ Position Will Require Heightened Regulatory Reporting of Pharma, Biological and Diagnostic Licenses -- October 25,...

by Loeb & Loeb LLP on 10/3/2012

The Federal Trade Commission and Department of Justice recently announced revisions to the Hart-Scott-Rodino (HSR) Act’s premerger notification rules to require enhanced reporting of transactions (including licenses) relating...more

FTC Seeks Comments on Proposed HSR Rule Amendments Related to the Transfer of Exclusive Patent Rights in the Pharmaceutical...

by Perkins Coie on 9/10/2012

The Federal Trade Commission (“FTC”) recently announced and asked for comments on proposed changes to the premerger notification rules under the Hart-Scott-Rodino Act (“HSR Act”). The proposed rules would require...more

FTC Sights Set on Pharma Deals – Calls for Additional Hart-Scott-Rodino Reporting

by Proskauer Rose LLP on 8/29/2012

The Federal Trade Commission has proposed expanding Hart-Scott-Rodino reporting and waiting period obligations for certain pharmaceutical, biologics and medicine manufacturing licenses. The new rules are subject to public...more

FTC Flexes Healthcare Regulatory Muscle

by Morgan Lewis on 8/23/2012

Proposed rule includes new requirements for reporting pharmaceutical patent transfers. On August 13, the Federal Trade Commission (FTC) released proposed amendments to the premerger notification rules (the Proposed...more

Yet Another Turn of the Screw: The FTC Again Targets Pharmaceutical Industry, This Time Through the HSR Act

by K&L Gates LLP on 8/21/2012

Fresh from its victory in the Third Circuit on “pay-for-delay” deals involving brand name and generic pharmaceutical companies, the Federal Trade Commission (“FTC”) has announced yet another initiative aimed at the...more

FTC Proposes Amendments to HSR Rules Targeting Certain Pharmaceutical Licensing Arrangements

by Mintz Levin - Antitrust on 8/17/2012

The Federal Trade Commission (FTC) recently announced proposed amendments to the Premerger Notification Rules (HSR Rules) to clarify reporting requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as...more

FTC’s Proposed Rules Would Generate More HSR Filings for Transfers of Pharmaceutical Patent Rights

by McDermott Will & Emery on 8/17/2012

The U.S. Federal Trade Commission’s new proposed Hart-Scott-Rodino Act rules will apply only to transfers of pharmaceutical patent rights and are expected to increase the number of filings. Comments on the proposed rules will...more

FTC Proposes Amendments to the Premerger Notification Rules to Expand the Reportability of Transfers of Exclusive Patent Rights in...

by Sheppard Mullin Richter & Hampton LLP on 8/16/2012

On August 13, 2012, the Federal Trade Commission (“FTC”) proposed amendments to the Premerger Notification Rules issued under the Hart Scott Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). The proposed amendments...more

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Mergers & Acquisitions › Commercial Law & Contracts › Intellectual Property