Deals & Corporate Governance
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March 15, 2024
Hospitals Say Constitutional Defenses Valid In FTC Merger Row
Two North Carolina hospital systems shot back at the Federal Trade Commission's contention that constitutional defenses are immaterial to the agency's challenge of a $320 million merger plan, arguing that case law shows that striking the positions would be premature.
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March 14, 2024
Clinicians May Continue Kickback Suit Vs. Mental Health Co.
A mental healthcare company can't dodge a suit claiming that it implemented a kickback scheme to pay its clinicians that led to unpaid wages, an Arizona federal judge ruled, saying the workers suing the organization supported their claims.
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March 14, 2024
PE-Backed Latin American Healthcare Firm Prices $420M IPO
Private equity-backed Latin American hospital operator Auna SA on Thursday set a price range on an estimated $420 million U.S. initial public offering, with plans to use the proceeds to repay debt and financing agreements.
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March 14, 2024
Drug Wholesalers Want Preliminary OK On $265M Sandoz Deal
A group of direct purchasers of generic drugs has asked a Pennsylvania federal court for approval of a $265 million settlement with Swiss drugmaker Sandoz over allegations of federal antitrust violations.
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March 13, 2024
TriZetto's $200M Jury Awards Thrown Out In Syntel Dispute
A New York federal judge on Wednesday vacated roughly $200 million in damages awards Cognizant affiliate TriZetto won in a trade secret misappropriation and copyright infringement suit against Syntel, ruling that the awards were improperly calculated.
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March 13, 2024
Hospital Operator Defends Releases In Ch. 11 Plan
California-based hospital operator Alecto Healthcare Services LLC asked a Delaware bankruptcy judge Wednesday to approve its small business Chapter 11 reorganization, saying it is not leaving money on the table by releasing potential clawback claims.
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March 13, 2024
Moderna's CLO Saw Growth In 2023 Compensation
Moderna Inc.'s top attorney earned about $4.3 million in total compensation last year, an increase compared to 2022 but a steep drop from the near $11.5 million she saw in 2021, according to a recent securities filing.
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March 12, 2024
Breast Implant Co.'s $90M DIP OK'd With Creditor Protections
Bankrupt breast implant maker Sientra Inc. received final court approval in Delaware bankruptcy court for its $90 million debtor-in-possession financing after adding in lien challenge protections for unsecured creditors.
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March 12, 2024
UnitedHealth Can't Get Early Win In Workers' ERISA Suit
A Minnesota federal court denied most of UnitedHealth Group Inc.'s bid for a pretrial win in a lawsuit alleging mismanagement of an employee 401(k) plan, finding Tuesday that allegations the company refused to ax underperforming funds to preserve a business relationship with Wells Fargo should go to trial.
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March 11, 2024
Acadia Investors Get Class Cert. In Suit Over Parkinson's Drug
A California federal judge on Monday certified a class of Acadia Pharmaceuticals investors in a lawsuit accusing the company of making false and misleading statements regarding the likelihood that its Parkinson's psychosis drug would also be approved for the broader use of dementia-related psychosis.
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March 11, 2024
Illumina Brass Faces Shareholder Suit Over Grail Deal Debacle
Current and former directors and executives of Illumina, including former U.S. Food and Drug Administration Commissioner Scott Gottlieb, have been hit with a shareholder derivative suit in California federal court over their role in the biotech company's failed $8 billion deal to reacquire its cancer-detection company Grail Inc.
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March 11, 2024
Judge OKs Eye Care Tech Co.'s $8M DIP Request
A Texas bankruptcy judge on Monday approved optometry software company Eye Care Leaders Portfolio Holdings LLC's request to draw on the remainder of its $8 million in debtor-in-possession funds for its Chapter 11 case, saying the company had given good reason to believe it was poised for a rewarding auction.
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March 11, 2024
Walmart Fails To Sink Feds' Opioid Crisis Lawsuit
A Delaware federal judge on Monday kept alive a government lawsuit accusing Walmart of fueling the nation's opioid crisis, ruling that the company could be held liable for filling illegitimate prescriptions its compliance officers allegedly failed to flag for unwitting pharmacists.
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March 08, 2024
Deadline Drama Briefly Threatens Suit Against Insurer VSP
A California federal judge threatened Thursday to toss Total Vision's antitrust claims accusing eye care insurance giant VSP of hamstringing it, in what appears to be a misreading of the schedule over missed deadlines that were actually pushed back, prompting the threat's retraction the next day.
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March 08, 2024
UK Enforcers To Appeal Nixed £100M Hydrocortisone Fine
Britain's competition enforcer is planning to appeal a tribunal's ruling that upended more than £100 million ($128.6 million) in fines against several drug companies for allegedly reaching agreements that increased the price of hydrocortisone tablets.
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March 08, 2024
Sorrento Gets OK For $2M Ch. 11 Funding Infusion, Asset Sale
A Texas bankruptcy judge on Friday approved drug developer Sorrento Therapeutics Inc.'s bid for an asset sale and $2 million in funds to fuel its Chapter 11 case, saying they represented the only option outside of a transition to Chapter 7.
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March 08, 2024
Pa. Court Grants Seizure Of Nursing Homes In 'Dire' Condition
A Pennsylvania federal court has granted an emergency request for a receiver to take control of six nursing homes in the state that Revere Tactical Opportunities REIT LLC claims were left in a "dire financial condition" by the properties' owners, who had also allegedly defaulted on a $30 million loan.
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March 07, 2024
Harpoon Shareholder Sues For Records On $680M Merck Buy
A shareholder of Harpoon Therapeutics Inc. sued in Delaware's Court of Chancery Thursday for corporate documents related to the company's proposed $680 million cash buyout by Merck, saying the proposed deal appears to unfairly "lock in a windfall for select Harpoon investors."
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March 07, 2024
Activist Caligan Sets Sights On Anika Therapeutics Again
New York-based activist investor Caligan Partners LP disclosed a nearly 10% stake in Anika Therapeutics and nominated two director candidates, a move that comes a year after the hedge fund urged the biotech company to consider "urgent changes" to its operations and structure.
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March 06, 2024
J&J Seeks Exit From Suit Over Stelara Exclusivity
Johnson & Johnson told a Virginia federal court Tuesday it shouldn't have to face a proposed class action claiming it has been trying to stifle competition in the market for the immunosuppressive drug Stelara, saying there was no "scheme" to enforce its patents as the suit alleges.
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March 06, 2024
FTC Can Depose Hospitals' Execs In Merger Challenge
A North Carolina federal magistrate judge has overruled two hospital systems' objections to the depositions of six Novant Health employees by the Federal Trade Commission in its antitrust action against a proposed $320 million merger, rejecting the healthcare providers' arguments that such depositions would be duplicative.
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March 06, 2024
Biopharmaceutical Biz Closes $259M Upsized Funding Round
South San Francisco, California-based clinical-stage biopharmaceutical company Alumis Inc. on Wednesday announced that it closed its upsized Series C funding round after securing $259 million from venture capital investors.
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March 06, 2024
Rite Aid Aims To Divest Most Of Its Health Dialog Business
Bankrupt drugstore chain Rite Aid Corp. said Wednesday that it will sell most of its Health Dialog business, which provides personalized health services, to Carenet Health for an undisclosed amount.
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March 05, 2024
FTC Chair Decries PE's Healthcare Impacts As Probe Starts
Federal Trade Commission Chair Lina Khan on Tuesday lamented what she deemed the "financialization" of healthcare resulting from private equity buyouts, in remarks coinciding with the launch of a multijurisdictional request for public comment on PE and other companies' growing control over the healthcare system.
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March 05, 2024
DocGo Hit With Investor Suit Over 'Limitless' Charter Clause
A mobile-healthcare company under scrutiny after being awarded a $432 million contract to provide services for migrants in New York City has been hit with a stockholder suit in Delaware's Court of Chancery alleging that the company's charter contains "broad and limitless" provisions that run afoul of state corporate law.
Expert Analysis
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Ghosting In BigLaw: Why Better Feedback Habits Are Needed
Not giving assignments or constructive criticism to junior associates can significantly affect their performance and hours, potentially leading them to leave the firm, but partners can prevent this by asking the right questions and creating a culture of feedback, says Rachel Patterson at Orrick.
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Law Needs A Balance Between Humanism And Formalism
A recent Law360 guest article rightly questions the pretextual pseudo-originalism that permits ideology to masquerade as judicial philosophy, but the cure would kill the patient because directness, simplicity and humanness are achievable without renouncing form or sacrificing stare decisis, says Vanessa Kubota at the Arizona Court of Appeals.
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FTC's Criminal Liaison Unit Enhances Merger Risks
As it enters its second year, the Criminal Liaison Unit within the Federal Trade Commission’s Bureau of Competition may streamline and sharpen efforts to detect and refer substantive and procedural violations to prosecutors, increasing the chances of a merger review uncovering potential criminal activity, say attorneys at Norton Rose.
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Short Message Data Challenges In E-Discovery
As short message platforms increasingly dominate work environments, lawyers face multiple programs, different communication styles and emoji in e-discovery, so they must consider new strategies to adapt their processes, says Cristin Traylor at Relativity.
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Thomas Report Is Final Straw — High Court Needs Ethics Code
As a recent report on Justice Clarence Thomas' ongoing conflicts of interest makes evident, Supreme Court justices should be subject to an enforceable and binding code of ethics — like all other federal judges — to maintain the credibility of the institution, says Erica Salmon Byrne at Ethisphere.
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Joint Representation Ethics Lessons From Ga. Electors Case
The Fulton County district attorney's recent motion to disqualify an attorney from representing her elector clients, claiming a nonconsentable conflict of interest, raises key questions about representing multiple clients related to the same conduct and highlights potential pitfalls, say Hilary Gerzhoy and Grace Wynn at HWG.
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Lawyer Discernment Is Critical In The World Of AI
In light of growing practical concerns about risks and challenges posed by artificial intelligence, lawyers' experience with the skill of discernment will position them to help address new ethical and moral dilemmas and ensure that AI is developed and deployed in a way that benefits society as a whole, says Jennifer Gibbs at Zelle.
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Cannabis Considerations In Debt Collection, Credit Reporting
While companies that collect debts arising from cannabis purchases, and consumer reporting agencies that furnish information concerning such debts, may not be governed by consumer protection laws, they should probably act like it by implementing compliance programs that heed state and federal requirements, say Corey Scher and Joshua Horn at Fox Rothschild.
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Don't Forget Alumni Engagement When Merging Law Firms
Neglecting law firm alumni programs after a merger can sever the deep connections attorneys have with their former firms, but by combining good data management and creating new opportunities to reconnect, firms can make every member in their expanded network of colleagues feel valued, say Clare Roath and Erin Warner at Troutman Pepper.
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Interstate Cannabis Commerce May Be In Reach, With Caveats
California is the latest state to lay the groundwork for interstate cannabis commerce agreements, which may offer a solution to the overabundance of product in legal adult-use markets and survive constitutional challenges — but even then, obstacles to a national market will remain, say Adam Horowitz and Harry Berezin at Goodwin.
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Without Stronger Due Diligence, Attys Risk AML Regulation
Amid increasing pressure to mitigate money laundering and terrorism financing risks in gatekeeper professions, the legal industry will need to clarify and strengthen existing client due diligence measures — or risk the federal regulation attorneys have long sought to avoid, says Jeremy Glicksman at the Nassau County District Attorney’s Office.
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Abortion Pill Rulings Will Hinder FDA Authority
Although the Fifth Circuit recently stayed a Texas federal court's ruling that invalidated the U.S. Food and Drug Administration's approval of a commonly used abortion medication, several points made by the courts are worth considering for their potentially chilling effect on FDA authority and the challenges they may create for the life sciences industry, say attorneys at Morgan Lewis.
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Cannabis Labor Peace Laws Lay Fertile Ground For Unions
State legislatures are increasingly passing cannabis laws that encourage or even mandate labor peace agreements as a condition for licensure, and though open questions remain about the constitutionality of such statutes, unionization efforts are unlikely to slow down, says Peter Murphy at Saul Ewing.