Acquisitions

Rohnert Park Approves Use of Eminent Domain for Street Widening

by Brad Kuhn | Nossaman LLP on 3/4/2013

According to an article in the Press Democrat, Rohnert Park OKs eminent domain at site of future hotel, restaurant, the Rohnert Park City Council recently adopted a resolution of necessity authorizing the use of eminent...more

Private Equity: Blindsided by the FCPA — Hedging Against Anti-Corruption Deal Risk

by G. Derek Andreson, Marc Axelbaum, James Kelly, Ryan Sparacino, Christopher Zochowski | Pillsbury Winthrop Shaw Pittman LLP on 3/1/2013

Until a few years ago, private equity firms enjoyed relative insulation from regulatory scrutiny of overseas acquisitions and the operations of multi-national portfolio companies. No longer is that the case. Spurred by the...more

Merger-To-Monopoly Held Not Protected By State-Action Immunity

by Matthew Hans, Mitchell Raup | Polsinelli on 2/27/2013

The U.S. Supreme Court on February 19th scaled back the "state action immunity" doctrine, siding with the Federal Trade Commission on an issue that had divided the lower courts and holding that a county Hospital Authority's...more

SEC And FBI Try To Ketchup To Heinz Insider Traders

by Jim Burns Jr., Jennifer Liu, Katie Lieberg Stowe | Orrick - Securities Litigation and Regulatory... on 2/26/2013

In the latest development in an SEC lawsuit filed Friday, February 15, U.S. District Judge Rakoff extended a freeze on a Swiss Goldman Sachs account linked to possible insider trading in H.J. Heinz Company call options. The...more

Administrative Law Judge Affirms Holding on Alabama SRLY Rule

by Christopher Grissom, James Long | Bradley Arant Boult Cummings LLP on 2/26/2013

On August 15, 2012, Chief Administrative Law Judge Bill Thompson issued his long-awaited SRLY ruling, holding that an Alabama consolidated group was entitled to carry forward certain net operating losses (“NOLs”) incurred...more

In re Freeport-McMoRan Copper & Gold Inc. Derivative Litig., C.A. No. 8145-VCN (Del. Ch. Feb. 14, 2013) (Noble, V.C.)

by Potter Anderson & Corroon LLP on 2/25/2013

In this letter opinion, the Court of Chancery granted a motion to intervene by certain shareholders (the “Proposed Intervenors”) of Freeport-McMoRan Copper & Gold Inc. (“Freeport”) and approved the Proposed Intervenors’...more

Antimonopoly Law Considerations and Risk Management in connection with M&A Transactions

by L. Mark Weeks | Orrick, Herrington & Sutcliffe LLP on 2/24/2013

In This Presentation: - General Indemnity: (1) Background and structure (2) Main provisions (3) Conduct of claims - Antitrust Indemnity: (1) Background (2) Main provisions (3) Conduct of...more

Supreme Court Rules for FTC in Hospital Merger Case

by Swati Rawani, Willard Tom | Morgan Lewis on 2/22/2013

Holding in Phoebe Putney case narrowly construes state-action exemption to antitrust laws. On February 19, in Federal Trade Commission v. Phoebe Putney Health System, Inc., the U.S. Supreme Court unanimously reversed a...more

Supreme Court Unanimously Rules Unforeseeability Bars Immunity Defense for Allegedly Anticompetitive Hospital Merger

by Robert G. Kidwell, Farrah Short, Bruce D. Sokler | Mintz Levin - Antitrust on 2/22/2013

On February 19, 2013, the U.S. Supreme Court unanimously held that state-action immunity does not protect a state-created hospital authority from antitrust scrutiny over a proposed hospital merger where the anticompetitive...more

Clear Skies Seen Ahead for the American Airlines/U.S. Airways Merger

by Mark Cohen, Scott Thomson | Cohen & Gresser LLP on 2/22/2013

The recently announced merger of American Airlines and U.S. Airways creates a new carrier that is a behemoth by any measure. The combined airline will have revenues of $39 billion, slightly larger than the current revenue...more

"US Supreme Court Narrows State-Action Doctrine in Hospital Merger Challenged by FTC"

by Clifford Aronson, Alec Chang, Sharis Pozen, Joanna Warren | Skadden, Arps, Slate, Meagher & Flom LLP on 2/22/2013

In a unanimous decision issued on February 19, 2013, the U.S. Supreme Court ruled that the state-action doctrine did not immunize Phoebe Putney Health System’s acquisition of Palmyra Park Hospital in Albany, Georgia.1 The...more

Supreme Court Holds Antitrust Law Applies to State Hospital Authority Transaction

by Jonathan Lewis, Lee Simowitz | BakerHostetler on 2/21/2013

In one of the most closely watched healthcare antitrust cases in years, the Supreme Court issued its decision in the FTC merger challenge to a Georgia hospital merger, Phoebe Putney Health System’s acquisition of Palmyra...more

Antimonopoly Law Considerations and Risk Management in Connection with M&A Transactions - Assessing Competition Risks in...

by Philippe Rincazaux | Orrick, Herrington & Sutcliffe LLP on 2/21/2013

Introduction: Allocation of antitrust risk is an issue that frequently arises between parties in mergers or acquisitions that raise potential antitrust concerns. • Motivations of the buyer and the seller are the...more

Supreme Court Limits Availability of State Action Immunity from Federal Antitrust Liability

by Jeffrey W. Brennan, Christine Devlin, Ashley Fischer, David Marx, Jr, Stephen Wu | McDermott Will & Emery on 2/21/2013

The Supreme Court decision in FTC v. Phoebe Putney Health System, Inc., makes clear that state action immunity from federal antitrust laws is disfavored, and local governmental, quasi-public and private entities can only...more

Supreme Court Holds General Authorization To County Hospital Authority Insufficient For Antitrust Immunity

by Ropes & Gray LLP on 2/21/2013

On February 19, 2013, the United States Supreme Court unanimously decided that the acquisition by a county hospital authority of another hospital in the same county was not immune from antitrust scrutiny under the state...more

Supreme Court Issues Landmark Ruling in Hospital Merger Case on Scope of State Action Immunity

by H. Holden Brooks, Benjamin Dryden, Alan Rutenberg, David W. Simon, J. Mark Waxman | Foley & Lardner LLP on 2/20/2013

On February 19, 2013, the U.S. Supreme Court unanimously ruled that a local hospital authority’s acquisition of a hospital in Georgia was not immunized from the antitrust laws under the state action doctrine. In doing so, the...more

Silicon Valley Venture Capital Survey - Fourth Quarter 2012

by Barry J. Kramer, Michael J. Patrick | Fenwick & West LLP on 2/20/2013

Background- We analyzed the terms of venture financings for 116 companies headquartered in Silicon Valley that reported raising money in the fourth quarter of 2012....more

Merger Control in Africa

by Ali Boroumand, Melina Koubemba, Jean-François Mercadier | Heenan Blaikie LLP on 2/18/2013

Created in 1994, the Common Market for Eastern and Southern Africa (the “COMESA”) is an organisation currently comprised of 19 African countries which aim at promoting regional integration in Eastern and Southern Africa (the...more

Market Trends & Legal Developments for Dealmakers - Quarter 4: 2012

by Sheppard Mullin Richter & Hampton LLP on 2/15/2013

In This Issue: -Market Trends -Venture Capital -Private Equity -Initial Public Offerings -Mergers & Acquisitions -Legal Updates -Jobs Act & Capital Markets -Mergers &...more

The Top Ten Federal Grant and Contract Pitfalls for Nonprofits

by Dismas Locaria, Jeffrey S. Tenenbaum | Venable LLP on 2/7/2013

In this presentation: - Failure to Understand the Difference between Acquisition and Assistance - Believing Grant Recipients Have Greater Compliance Latitude - Funding Issues - Understanding the...more

Rogers Towers: Use of FDIC Special Powers: Knowledge by the FDIC or its Assignees is Irrelevant

by Scott J. Kennelly | Rogers Towers on 2/5/2013

In previous posts, we introduced the protections afforded the FDIC by the D’Oench Doctrine and 12 U.S.C. § 1823(e), which bar claims and defenses against the FDIC and its assignees by private parties based on improperly...more

Energy Newsletter - February 2013

by King & Spalding on 2/5/2013

In This Issue: - DISPUTE RESOLUTION: - International Arbitration: EU Member State Defends Measures Adverse to Energy Sector Investments on the basis of EU law - REGULATORY: - Competition Law/Russia: Russia...more

IRS Releases Legal Memorandum Addressing Stock Options and Other Transaction-Related Deductions

by Wilson Sonsini Goodrich & Rosati on 2/1/2013

On January 28, 2013, the Internal Revenue Service (IRS) published a generic legal advice memorandum (GLAM), AM2012-10, addressing the timing under the consolidated return regulations of certain deductions that commonly arise...more

"New Year Will See More Policing of Patent Conduct by US and EU Competition Agencies"

by Simon Baxter, Alec Chang, Ian John, James Keyte, Sharis Pozen, Ingrid Vandenborre | Skadden, Arps, Slate, Meagher & Flom LLP on 1/30/2013

If recent events are any indication, U.S. and European antitrust agencies will remain focused this year on the intersection of intellectual property and competition law. In particular, the agencies have concluded that under...more

Amending California's dissenters' rights statute

by Brandon Parris | Morrison & Foerster LLP on 1/29/2013

Originally published in the Daily Journal on December 21, 2012. On Sept. 23 Gov. Jerry Brown signed Assembly Bill 1680 into law. AB 1680 amends California's dissenters' rights statute by (i) eliminating dissenters rights...more

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