Science, Computers & Technology Mergers & Acquisitions Civil Procedure

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Recent Practical Effects of “Just Saying No”

In the past few months, we have seen an increasing number of hostile or unsolicited M&A bids where boards of directors of target companies have resisted bidders’ advances. Traditionally, the board-friendly Delaware approach,...more

District Court Upholds FTC Hart-Scott-Rodino Rules for Pharmaceutical Patent Transfers

A federal court has upheld the validity of the FTC’s recent rules for reporting certain transfers of exclusive patent rights in the pharmaceutical industry under the Hart-Scott-Rodino Antitrust Improvements (“HSR”) Act. We...more

Delaware Court of Chancery Invalidates Consent Due to Inadequate Disclosures

The Delaware Court of Chancery recently invalidated a written consent of a Delaware pharmaceutical corporation due to inadequate disclosures to stockholders. ...more

District Court Upholds HSR Rulemaking on Pharmaceutical Patent Licensing Transactions

The transfer of certain patent rights in the pharmaceutical industry will remain subject to the premerger notification rules under the Hart-Scott-Rodino Act (HSR Act) after a federal judge rejected a challenge brought by the...more

Are You Facing the Prospect of a Merger Investigation?

If your organization is facing the prospect of a merger investigation and your lawyers haven’t raised the prospect of technology-assisted document review (“TAR”), then maybe you should be talking with someone...more

Plaintiff’s Attorney’s Fees in Shareholder Suits Subject to Heightened Scrutiny (In re Theragenics Case)

It’s virtually inevitable: Within hours (or less) of a press release announcing a merger or acquisition involving a public company, a group of shareholders will file a class action lawsuit against the public company target’s...more

Delaware Supreme Court Holds that a Covenant to Negotiate in Good Faith Is Enforceable and that a Plaintiff May Receive Its...

As many of you know, we serve as litigation counsel for PharmAthene, which recently received a favorable Delaware Supreme Court decision in SIGA Technologies, Inc. v. PharmAthene, Inc., 2013 WL 2303303 (Del. Supr., May 24,...more

Delaware Supreme Court Affirms Enforcement of Agreement to Negotiate in Good Faith

In a recent case before the Delaware Supreme Court, SigaTechnologies v. PharmAthene, the court upheld a Delaware Chancery Court’s ruling that an express agreement between parties to negotiate in good faith, even if the...more

In re BioClinica, Inc. Shareholder Litigation

In In re BioClinica, Inc. Shareholder Litigation, the Delaware Court of Chancery in a memorandum opinion on a motion to expedite examined the cumulative effect of deal protection devices to determine whether they should have...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

Business Tort Suit Brings Sanctions

Virginia’s business-friendly laws and precedents provide employers with powerful remedies and employees with effective deterrents against wrongful conduct in business affairs. As a Fairfax Circuit judge has recently...more

Intellectual Property Bulletin - Fall 2012

In This Issue: - Court Declines to Dish Out Preliminary Injunction in Commercial-Skipping Case Despite Likelihood of Infringement - Free and Open-Source Software Diligence in Mergers, Acquisitions, and...more

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

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

Monopolization Claims Against Adobe Relating to Acquisition of FreeHand Survive Motion to Dismiss

Judge Koh refused to dismiss the bulk of an antitrust complaint Against Adobe Systems relating to its acquisition of FreeHand, a professional vector graphic illustration software. Although Adobe signed an FTC consent...more

New Seventh Circuit Decision Endorses Heightened Scrutiny of Experts at Class Certification Stage While Potentially Lowering the...

In the health care antitrust world, the Federal Trade Commission (FTC) Evanston case, involving a retrospective attack on the consummated merger between Evanston Northwestern and Highland Park hospitals, is an important...more

A Graphical Depiction of the Sequence and Chronology of "Meet and Confer"

A simple graphical overview of the sequence and chronology of FRCP 26(f) "Meet and Confer". Source: OrangeLT.com...more

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