Polsinelli Podcast - Going it Alone: Factors Independent Hospitals Should Consider Before Joining a Hospital System
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Best Efforts
Bill on Bankruptcy: Big Time Lawyers Pricing Themselves Out
The Deal's 2nd half M&A scene: Interview with Spencer Klein, Morrison Foerster
A Price Worth Paying?
IP Assets in M&A by Richard Hsu
Axiom Law: BigLaw's Friend or Enemy?
M&A activity remains in the doldrums as we enter 2014. According to FactSet Mergerstat, in 2013, 446 transactions were announced involving a U.S. buyer or target in the life sciences sector, as compared to 527 in 2012. Many...more
EXECUTIVE SUMMARY -
Welcome to DLA Piper’s European Acquisition Finance Debt Report 2014. This report, now in its fifth year, presents detailed results of our survey of over 250 debt providers, advisors, sponsors and...more
Your company acquires another company through merger or stock purchase. You require the key employees of the acquired company to sign new employment agreements which provide for similar pay, benefits and job duties – but...more
On February 3, 2013, the Security and Exchange Commission's (SEC) Division of Trading and Markets publically issued a significant no-action letter advising that M&A brokers do not need to register as broker-dealers to...more
In American Capital Acquisition Partners, LLC v. LPL Holdings, Inc., CA NO. 9490-VCG, 2014 WL 354496 (Del. Ch. Feb. 3, 2014), the Delaware Court of Chancery applied the implied covenant of good faith and fair dealing to a...more
As you may have heard by now, on January 27th a jury in the Northern District of Illinois sided with the defendants and against the SEC in an aggressive insider trading case. Here were the facts as alleged by the SEC and...more
The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more
In a challenge brought both by private plaintiffs and the government, a court has ruled that a health system’s acquisition of a competing physician group practice violated the antitrust laws where the transaction resulted in...more
Following up on our January 15th post on Texas restaurant openings and closings (click here for that story), here is the update for February on the movers and shakers in Texas restaurants. If you’d like your restaurant to be...more
On February 3, 2014, Vice Chancellor John Noble of the Delaware Court of Chancery granted summary judgment in favor of defendants, dismissing a class action lawsuit arising out the acquisition of Answers Corporation (Answers)...more
The news of Google’s acquisition of Nest Labs for $3.2 billion cast a spotlight on an ongoing debate in startups: Should they bother to seek patents to protect their inventions or not?
A federal judge recently reversed a hospital system’s acquisition of a physician practice under antitrust laws. Judge B. Lynn Winmill of the United States District Court for Idaho ruled that St. Luke’s Health System, Ltd....more
Yesterday, I wrote about a recent no-action letter issued by the SEC’s Division of Trading and Markets with respect to “M&A Brokers”. Here in California, the legislature is considering a bill, AB 713 (Wagner) that would...more
On January 24, 2014, a federal district court judge validated the trend of recent increased Federal Trade Commission (FTC) scrutiny of physician practice consolidations and acquisitions by upholding the agency’s antitrust...more
On January 24, 2014, in Federal Trade Commission v. St. Luke's Health System, Ltd. & Saltzer Medical Group, P.A., the U.S. District Court for the District of Idaho found that the acquisition of Saltzer Medical Group...more
In a significant groundbreaking victory, on January 24, 2014 after a bench trial, an Idaho federal district court judge upheld the FTC’s antitrust challenge to a hospital system’s (St. Luke’s) acquisition of a multispecialty...more
Some corporate practitioners could have the impression that significant fee awards are granted as a matter of course in M&A class action litigation, even where the results obtained by class counsel were supplemental (and...more
The ink is still drying on the Idaho federal district court’s order requiring St. Luke’s Health System (“St. Luke’s”) to unwind its acquisition of Saltzer Medical Group (“Saltzer”) – a for-profit, physician-owned,...more
Changes in health care are causing stand alone community hospitals to reconsider how they do business. In this week's "Inside Law" podcast, Health Care Shareholder Linas Grikis explores the issues facing hospitals considering...more
On January 24, 2014, the U.S. District Court for Idaho held that St. Luke’s Health System (“St. Luke’s”)’s acquisition of Saltzer Medical Group (“Saltzer”), violated Section 7 of the Clayton Act and ordered St. Luke’s to...more
Latham & Watkins partner David Walker explains the M&A term best efforts, a common provision in an acquisition agreement that describes how hard a party needs to work to make good on its commitments. For additional...more
This year's revised Federal Trade Commission thresholds under Hart-Scott-Rodino (HSR) represent an approximately 7 percent increase from the existing amounts. They will apply to all applicable transactions on or after...more
The Federal Trade Commission (FTC) has announced the annual revisions to the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) thresholds, which will become effective on February 24, 2014. The revised thresholds will...more
What you need to know:
HSR filing thresholds will be adjusted upward effective February 24, 2014.
What you need to do:
Parties involved in a large merger or acquisition should analyze whether it will...more
A number of recent Delaware judicial and legislative developments will have important implications for parties engaging in or advising on M&A transactions in 2014 and beyond.
Controlling Stockholder Transactions...more
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