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Health General Business Securities

Read need-to-know updates, commentary, and analysis on Health issues written by leading professionals.

Areas of Unique Legal Concerns and Solutions in Device M&A

by Burr & Forman on

With medical device related acquisitions at all-time highs, and regulatory interest from the Federal Trade Commission, the Food and Drug Administration, the Securities and Exchange Commission, and the Office of Inspector...more

FCPA Compliance and Ethics Report-Episode 210-Don Sinko, Chief Integrity Officer at the Cleveland Clinic

by Thomas Fox on

In this episode I visit with Don Sinko, the Chief Integrity Officer of the Cleveland Clinic, a world wide health care and health services provider. He talks about some of the challenges of ethics and compliance in such an...more

OMNICARE and its Implications

In the spring of this year, the Supreme Court issued its long-awaited decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S.Ct. 1318 (2015), resolving a circuit split regarding the...more

DOJ Takes Aim at Responsible Individuals in Corporate Investigations

by BakerHostetler on

U.S. Deputy Attorney General Sally Quillian Yates recently announced new instructions for attorneys at the U.S. Department of Justice (DOJ), outlining in a memorandum the DOJ’s policies with respect to civil and criminal...more

DOJ Hires Compliance Counsel to Aid in Charging Decisions

by Polsinelli on

In today’s robust enforcement climate, most companies have taken at least the first steps towards establishing a formal corporate compliance program. The mere existence of such a program, however, will not by itself protect a...more

DOJ Appoints Compliance Counsel to Provide Advice in FCPA Investigations

by Holland & Knight LLP on

The U.S. Department of Justice (DOJ) is creating a new compliance counsel position in the Criminal Division’s Fraud Section to scrutinize the compliance programs of companies under investigation for possible Foreign Corrupt...more

The Supreme Court Addresses Scope of Section 11 Liability for Statements of Opinion

by Ellis & Winters LLP on

As the Supreme Court recently explained in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S. Ct. 1318 (2015), that distinction is significant when it comes to liability under Section 11 of...more

SEC Issues Proposed Incentive Compensation Clawback Rule

by Franczek Radelet P.C. on

In another round of rulemaking related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC proposed a rule that would require certain executive officers to pay back incentive compensation tied to...more

Impact of the Cigna Health Decision on the Use of the Merger Structure in Private Acquisitions

by Dechert LLP on

When buying a private company controlled by a private equity sponsor but with a substantial number of other shareholders, a common technique to avoid the need to obtain signatures from all the shareholders to a stock purchase...more

The Efficient Market Theory—§ 10(b)’s Double-Edged Sword - The Eleventh Circuit in Sappssov Deploys Meyer in Affirming Dismissal...

by Carlton Fields on

On May 11, 2015, the Eleventh Circuit, relying on the “efficient market theory” as explained in Meyer v. Greene, 710 F.3d 1189, 1195 (11th Cir. 2013), affirmed the dismissal of a shareholder class action for failing to...more

[Webinar] Benchmarking Your Policy Management Program - May 21, 10:00am PT / 1:00pm ET

by NAVEX Global on

Join this free webinar to hear compelling survey results and answers to questions such as: What are organizations doing to address policy management today? What are E&C leaders’ top policy management...more

SEC Blows the Whistle on Confidentiality Agreements

by Foley & Lardner LLP on

Thanks to a recent enforcement action brought by the U.S. Securities and Exchange Commission (SEC), it may be time to review and revise the confidentiality provisions in employment agreements, severance agreements, employee...more

Software Company to Face Suit Over Contract Restructuring

The United States District Court for the Northern District of California sustained a securities fraud complaint alleging that the defendants, a software company and its executives, had defrauded investors by failing to...more

Fourth Circuit Sustains Securities Fraud Claim Against Drug Manufacturer

On March 6, the US Court of Appeals for the Fourth Circuit found that the United States District Court for the Western District of North Carolina had erred in dismissing a class action lawsuit filed under Section 10(b) of the...more

The ACA Five Years Later: A Good Investment or Risky Business? We Dare Not Opine!

by BakerHostetler on

The enactment of the Patient Protection and Affordable Care Act (ACA), signed into law on March 23, 2010, represents a significant legislative milestone in healthcare reform and a continuing communications challenge for...more

Omnicare: Section 11 Liability and Opinions

by Dorsey & Whitney LLP on

The Supreme Court defined the circumstances under which liability can be imposed for opinion statements under Securities Act Section 11. Specifically, the Court held that such liability could be imposed on two theories: One...more

Proskauer's 2015 IPO Study

by Proskauer Rose LLP on

In this Issue: - Executive Summary - 2014 Overview - Year-Over-Year Analysis - Health Care - Technology, Media & Telecommunications - Energy & Power - Financial Services - Industrials -...more

Re-examining the M&A Playbook for Non-consenting Stockholders in Light of Cigna Health

by BakerHostetler on

In a case that is likely to impact M&A structuring for certain transactions, the Delaware Court of Chancery held that (1) stockholder release obligations found only in a letter of transmittal and not in the related merger...more

Of Broken Leases and ‘Broken Windows’

by Fenwick & West LLP on

On Dec. 3, 2014, the Division of Enforcement of the U.S. Securities and Exchange Commission brought an enforcement action against two former top executives of Assisted Living Concepts LLC, a large provider of senior living...more

Employee Benefits Developments - January 2015

by Hodgson Russ LLP on

IRS Publishes FAQs Regarding Rollovers of After-Tax Contributions. In the December 2014 issue of Employee Benefits Developments, we reported on IRS Notice 2014-54, which allows participants to direct and allocate after-tax...more

2014 in IPOs

According to Renaissance Capital, there were 273 IPOs that raised $85 billion of gross proceeds. The number of offerings in 2014 increased by nearly 23% and the proceeds raised increased by 55% over 2013. Alibaba’s $25...more

6 Questions To Ask Before An Internal Investigation

Every company, large or small, will eventually face a problem that requires an internal investigation. Boiled to its essence, an internal investigation is really nothing more than a way to obtain information to avoid or solve...more

Blog: Cyberthieves Collect Confidential Information, Apparently To Conduct Insider Trading

by Cooley LLP on

Here is an unnerving warning from FireEye, a cybersecurity firm, discussed in this article from MarketWatch, regarding a sophisticated, native-English-speaking group, designated FIN4, that has targeted almost 100 public...more

This Hobby Lobby Proposal Is Much Mistaken

by Allen Matkins on

Suzanne Weakley, editor-in-chief of the CEB Business Law Practitioner, recently called my attention to this letter from six professors at U.C. Berkeley (Robert P. Bartlett III, Richard Buxbaum, Stavros Gadinis, Justin...more

Benefits Litigation Update - Summer 2014

by Epstein Becker & Green on

In this issue: - Recent Supreme Court Decisions Revise Rules for Stock Drop Cases - Hobby Lobby and the Questions Left Unanswered - Post-Amara Landscape Continues to Evolve - Supreme Court to...more

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