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Sheppard Mullin Richter & Hampton LLP

Ninth Circuit Applies Birnbaum Rule to Affirm Dismissal of Claims by SPAC Investors Asserted Against Target Company Executives for...

In Max Royal LLC v. Atieva, Inc., No. 23-16049, 2024 U.S. App. LEXIS 19910 (9th Cir. Aug. 8, 2024), the United States Court of Appeals for the Ninth Circuit affirmed the dismissal of a securities class action brought by...more

Benesch

Earnout Held to Violate NY Fee Splitting Prohibition

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A pivotal decision by a New York Appellate Division court holding that earnouts based on the future revenue of a dental practice violated the NY Fee Splitting Prohibition could substantially impact the structuring of health...more

Vinson & Elkins LLP

SCOTUS To Focus on the Securities Fraud Pleading Standard in Two Cases Next Term

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In a pair of orders issued this month, the U.S. Supreme Court signaled plans to provide further guidance in its upcoming Fall term concerning application of the heightened standard for pleading securities fraud claims...more

Mintz - Bankruptcy & Restructuring Viewpoints

In re Weinstein and Mallinckrodt: Implications for Royalty Financings, M&A Earn-Outs, and Other Transactions Involving Future...

Deal structure matters, particularly in bankruptcy. The Third Circuit recently ruled that a creditor’s right to future royalty payments in a non-executory contract could be discharged in the counterparty-debtor’s bankruptcy....more

Holland & Knight LLP

"Wheels Fall Off" FTC's Latest Hospital Merger Challenge

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District Court Ruling Shows that the "Failing Firm" Defense Isn't a Total Failure - In FTC v. Community Health Systems Inc. & Novant Health Inc., No. 5:24-cv-0028 (W.D.N.C.), Judge Kenneth D. Bell of the U.S. District...more

A&O Shearman

Mistake: Sometimes all it takes is one letter...

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The Court of Appeal has found that an alleged typo in a warranty and indemnity insurance policy did not amount to an obvious mistake. As a result, the insurance did not cover the claimed breach of warranty....more

DarrowEverett LLP

Adverse Possession in a Closely Held Company? ‘Stash’ This One Away

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Imagine for a moment that you’re a shareholder in a closely held corporation. In most jurisdictions, that status as a shareholder obligates you to a heightened fiduciary duty to your fellow shareholders. Now imagine that your...more

WilmerHale

The Interplay: Key Decisions at the Intersection of Antitrust & Life Sciences - January 2024

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Illumina Agrees to Unwind Acquisition of Grail Following Fifth Circuit Decision.  On December 15, 2023, the Fifth Circuit vacated the FTC’s order that Illumina unwind its acquisition of Grail—a developer of a multi-cancer...more

A&O Shearman

Conversion of shares, variation of class rights and interpretation of articles of association the Court of Appeal decision in the...

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The Court of Appeal has upheld a High Court decision regarding the interplay between potentially conflicting provisions in a company’s articles of association. The provisions in question related to the conversion of shares...more

Bennett Jones LLP

Leaving the Court in Peace: the Alberta Court of Appeal Applies Narrow Limitations Exception for Declaratory Relief

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The Alberta Limitations Act does not apply to requests for "a declaration of rights and duties, legal relations or personal status". The exception is narrow. But as recently confirmed by the Alberta Court of Appeal in...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - May 2023

Supreme Court Hears Argument on Traceability Requirement in Circuit-Split Slack v. Pirani - Key Points - - Before the end of June, the U.S. Supreme Court is expected to issue a decision in a high-profile securities case...more

Goodwin

Antitrust & Competition Healthcare Quarterly Update - Q1 2023

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Department of Justice Withdraws Long-Standing Antitrust Healthcare Policy Statements - On February 2, 2023, the Antitrust Division of the US Department of Justice (DOJ) announced the withdrawal of its support for three...more

White & Case LLP

Key legislation and judgments coming up in 2023

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A number of legislative changes and court judgments that will affect merger review both substantively and procedurally are expected to enter into force in 2023. In the EU, the revised Market Definition Notice is anticipated...more

Proskauer Rose LLP

UK Tax Round Up - February 2023

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VAT incurred on corporate advisory fees not recoverable - In Ince Gordon Dadds LLP v HMRC, the First-tier Tribunal (FTT) has decided that Ince Gordon Dadds LLP (formerly Culver Holdings Limited and the taxpayer) (Culver)...more

Conyers

Cayman Islands Court of Appeal Effectively Rewrites Section 238 of the Cayman Islands’ Companies Act

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In a recent judgment in the case of Re Changyou.com Limited, CICA (Civil) Appeal 6 of 2021, delivered on 16 September 2022, the Cayman Islands Court of Appeal has applied the interpretative provisions of section 25 and...more

Fenwick & West LLP

European Commission Acts to Block Illumina-Grail Transaction Just Days After Judge Rejects FTC Action Against the Deal

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This morning the European Commission (EC) moved to unwind and block Illumina’s $7.1 billion acquisition of Grail. Illumina announced that it intends to appeal the decision. This development comes on the heels of Illumina’s...more

White & Case LLP

HP v Autonomy: The “fake it ‘till we make it” start-up culture on trial

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In its long-awaited judgment, the English High Court1 has found that the British software firm Autonomy defrauded the US tech giant Hewlett-Packard (HP) and induced its own acquisition for the price of US$11.1bn...more

Bradley Arant Boult Cummings LLP

2021 AHLA Year in Review: Antitrust

I. ANTITRUST (Updated January 2022) - A. M&A - 1. Provider Merger Enforcement - a. Hackensack Meridian Health/Englewood Healthcare Foundation - • In December 2020, the FTC sued to block Hackensack Meridian...more

Dorsey & Whitney LLP

Federal Circuit Gives a Makeover to $66 Million Judgment Against Beauty Giant

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Earlier this month, the U.S. Court of Appeals for the Federal Circuit reversed a $66 million dollar judgment against beauty industry giant L’Oréal for patent infringement, trade secret misappropriation, and a related breach...more

Faegre Drinker Biddle & Reath LLP

M&A Dispute Provides Rare Glimpse Into English Courts’ Approach to Breach of Warranty Claims

English M&A counsel are often heard telling their clients that breach of warranty claims will likely settle out of court. This certainly seems to have been the case in the past, and we are all aware of the paucity of binding...more

Foley Hoag LLP

Court of Appeals Affirms Divestiture from a Consummated Merger in First-of-Its-Kind Private Antitrust Challenge

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On February 18, 2021, the Fourth Circuit upheld a District Court’s first-of-its-kind divestiture order against Jeld-Wen Inc., which was seeking to overturn the lower court’s 2018 order requiring Jeld-Wen to spin off a factory...more

Latham & Watkins LLP

Jurisdictional issues in deals involving joint ventures: Review of the General Court judgment in HeidelbergCement and Schwenk...

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The judgment provides useful jurisdictional clarifications for deals involving joint ventures (JVs) acting as an acquirer. The General Court (GC) confirms that when the true players behind the transaction are the parent...more

Sterne, Kessler, Goldstein & Fox P.L.L.C.

Federal Circuit Appeals From The PTAB: Summaries of Key 2019 Decisions: Power Integrations, Inc. v. Semiconductor Components...

Semiconductor Components, doing business as ON Semiconductor, petitioned for inter partes review (IPR) of several claims of Power Integration’s U.S. Patent No. 6,212,079. The Patent Trial and Appeal Board (PTAB) instituted...more

White & Case LLP

Ahead of the pack: US M&A 2019: Key dealmaking decisions from Delaware and New York

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We focus on two H2 2019 rulings that could affect M&A transactions in the future. Genuine Parts: Acceptance of termination fee does not prevent further remedies - In September 2019, the Delaware Chancery Court refused to...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more

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