Deals & Corporate Governance
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April 24, 2024
Private Equity Lag Continues To Stunt M&A Growth
Large leveraged buyout activity remained muted in the first quarter as the refinancing of old private equity loans took precedence over new loans, contributing to a slower-than-anticipated rebound in overall mergers and acquisitions, according to a new report from data provider PitchBook.
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April 23, 2024
Failure Of Eli Lilly Insulin Deal Won't End Patients' Litigation
The collapse of a massive deal to settle claims Eli Lilly illegally inflated insulin prices may not alter the trajectory of the underlying litigation, as patients are already pressing ahead with a new version of their proposed class action.
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April 23, 2024
GoodRx Hid Revenue Reliance On Kroger, Suit Claims
GoodRx Holdings Inc. has been hit with a proposed class action alleging it concealed from investors the indispensability of its relationship with Kroger, leading to share declines when GoodRx announced revenue would be severely impacted because the grocery chain would no longer be accepting its discount codes.
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April 23, 2024
Virtua Says Trinity Health Won't Pay $12M ER Fight Legal Bill
Virtua claimed Monday in New Jersey federal court that Trinity Health has backed out of an agreement to cover $12 million in counsel fees and costs incurred in a legal fight with a rival healthcare system over Virtua's acquisition of Our Lady of Lourdes Health Care Services from Trinity.
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April 23, 2024
Cutting Costs, Controlling Leverage To Drive Healthcare M&A
Upcoming deal flow in the healthcare industry will be driven by companies looking to bring down costs and improve margins while grappling with circumstances like patent expirations and regulatory scrutiny.
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April 23, 2024
Healthcare Deals This Week: 23andMe, Incyte And More
From a billion-dollar collaboration to a potential go-private proposal, the past week has seen a spur of deal activity in the healthcare industry.
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April 22, 2024
Petersen Health Shouldn't Get LLCs Back, Creditor Says
A loan servicer of bankrupt senior-living company Petersen Health Care has asked a Delaware bankruptcy court to dismiss the Chapter 11 cases of 16 of Petersen's affiliates, saying they could not file for bankruptcy because they were at the time, and still are, in receivership.
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April 22, 2024
Unions Can Refile Tossed ERISA Suit Against Anthem BCBS
A Connecticut federal judge on Monday threw out a suit against insurers Elevance Health Inc., Anthem Blue Cross Blue Shield and many of their subsidiaries, but said the trustees of two union health plans who claimed the companies were overpaying administrative and medical costs can try again.
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April 22, 2024
NJ Man Convicted In $4.5M State Benefits Scam
A New Jersey man has been convicted for his role in a scheme that saw the theft of millions of dollars from a publicly funded Garden State program aimed to help victims of traumatic brain injuries.
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April 19, 2024
Judge Mulls Axing Biomedical Cos.' $25M Punitive Damages
Not enough evidence supports Skye Orthobiologics' $25.5 million punitive damages award against an ex-employee found to have breached his fiduciary duties by leveraging Skye's proprietary information, a California federal judge has ruled, asking for briefing on whether the proper remedy is to cut the damages or grant a new trial.
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April 19, 2024
Life Sciences Biz NanoString Gets OK For $393M Ch. 11 Sale
Insolvent biotech company NanoString can be sold to scientific instrument maker Bruker Corp., a Delaware bankruptcy judge ruled Friday, after the buyer clinched the winning bid during a 14-hour Chapter 11 auction.
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April 18, 2024
EU Antitrust Chief Says Merger Tool Not A 'Power Grab'
The European Commission's top competition enforcer said Thursday the agency has taken a measured approach to using its newly asserted power to review mergers that fall short of local thresholds, as the European trading bloc's high court mulls a challenge of that authority from DNA sequencing company Illumina.
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April 18, 2024
Doximity Faces Investor Suit Over Slashed Revenue Hopes
Medical professional networking service Doximity Inc., likened to "LinkedIn for doctors," and two of its executives are facing a proposed class action alleging it hurt investors by concealing slowing sales.
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April 18, 2024
Investor Says Healthcare REIT Ties Undercut Lease Terms
An activist investor on Thursday urged shareholders to vote against two of National Health Investors Inc.'s incumbent board members at an annual meeting in May, alleging that conflicts of interest between directors on the board and the company's largest tenant are harming the real estate investment trust.
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April 18, 2024
23andMe Taps Dechert To Review CEO Buyout Proposal
A special committee of genetic testing company 23andMe has engaged Dechert LLP as its legal adviser and Wells Fargo as its financial adviser as it looks to review an anticipated buyout offer from its co-founder and CEO Anne Wojcicki, according to a statement Thursday.
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April 17, 2024
Walgreens Investors' $36M Deal In Opioid Suit Gets First OK
An Illinois federal judge on Wednesday granted his initial approval of a $36 million settlement to end a stockholder's derivative suit accusing Walgreens and its leadership of failing to limit retail pharmacies from dispensing unreasonable amounts of opioids.
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April 17, 2024
Elliott Waives BioMarin Board Deal, Moots Del. Suit
Elliott Investment Management LP has waived an agreement with BioMarin Pharmaceutical Inc. that gave the activist investor three new seats on the biopharmaceutical company's board, mooting a Delaware Chancery Court lawsuit that a BioMarin shareholder filed earlier this month.
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April 16, 2024
Eli Lilly's Insulin Price Cap Deal Collapses After Cert. Denial
Eli Lilly & Co. and insulin buyers have called off a proposed nationwide settlement that would've capped insulin prices and been worth up to $500 million over several years, a decision that was made after the buyers lost a class certification bid early this year, according to the buyers' counsel.
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April 16, 2024
NC Treasurer Backs FTC On Hospital Merger Challenge
North Carolina's treasurer agreed Monday that Novant Health's $320 million plan to pick up a pair of hospitals is a bad idea, throwing its weight behind the Federal Trade Commission's challenge to the deal in federal court.
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April 16, 2024
Bankrupt Breast Implant Co. Submits Ch. 11 Plan Disclosures
Bankrupt breast implant company Sientra Inc. has asked a Delaware bankruptcy court to approve the disclosure statement for its Chapter 11 reorganization plan, which provides for a wind-down of what is left of the company after $50.5 million worth of asset sales.
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April 16, 2024
Biotechs Turn To Licensing, Collaboration Deals For Capital
Biotech companies are turning to licensing and collaboration deals amid a tough public market and larger economic slowdown.
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April 16, 2024
Healthcare Merger Deals Carefully Tread New Antitrust Terrain
Healthcare companies are changing the way they negotiate and draft merger and acquisition contracts amid heightened anxiety around antitrust scrutiny.
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April 16, 2024
Struggling Hospitals Seek Mergers As Regulators Push Back
Healthcare attorneys are seeing a slow but steady resurgence in mergers and acquisitions activity across health systems, as distressed hospitals look to combine to offset the financial pressures they've faced as a result of the COVID-19 pandemic.
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April 15, 2024
Goodwin, Baker Donelson Guide MPT In $1.1B Hospital Sale
Medical Properties Trust Inc. has sold its majority stake in five Utah hospitals to a joint venture with an unnamed investment fund, in a $1.1 billion transaction advised by Goodwin Procter LLP and Baker Donelson Bearman Caldwell & Berkowitz PC that comes days after the real estate investment trust sold another group of hospitals for $350 million.
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April 15, 2024
Humanigen Files Ch. 11 Plan Disclosures
Bankrupt biopharma company Humanigen Inc. has filed a proposed Chapter 11 plan and disclosure statement in Delaware court that calls for the payment in full of secured and priority claims, while general unsecured creditors owed a collective $44 million will receive up to 19% recoveries.
Expert Analysis
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Unpacking GAO's FY 2023 Bid Protest Report
The U.S. Government Accountability Office's recent bid protest report reflects an increase in sustained protests, illustrating that disappointed offerors may see little reason to refrain from seeking corrective action — but there is more to the story, say Aron Beezley and Patrick Quigley at Bradley Arant.
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How Fla. Bankruptcy Ruling May Affect Equity Owners
A Florida bankruptcy court’s recent ruling in Vital Pharmaceuticals — which rejected the Third Circuit’s Majestic Star decision that determined a bankrupt corporation’s flow-through status was not protected by the automatic stay — may significantly affect how equity owners can mitigate the impact of flow-through structures in bankruptcy, say Eric Behl-Remijan and Natasha Hwangpo at Ropes & Gray.
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Earnout Contract Considerations After NC Good Faith Ruling
The North Carolina Supreme Court's recent Value Health Solutions v. Pharmaceutical Research decision, holding the implied covenant of good faith and fair dealing did not apply in an earnout dispute related to an asset sale, demonstrates the need for practitioners to pay careful attention to milestone concepts in M&A transactions, says Benjamin Hicks at Wagner Hicks.
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Attorneys, Law Schools Must Adapt To New Era Of Evidence
Technological advancements mean more direct evidence is being created than ever before, and attorneys as well as law schools must modify their methods to account for new challenges in how this evidence is collected and used to try cases, says Reuben Guttman at Guttman Buschner.
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ESG Around The World: The UK
Following Brexit, the U.K. has adopted a different approach to regulating environmental, social and governance factors from the European Union — an approach that focuses on climate disclosures by U.K.-regulated entities, while steering clear of the more ambitious objectives pursued by the EU, say attorneys at Dechert.
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Tips For Litigating Against Pro Se Parties In Complex Disputes
Litigating against self-represented parties in complex cases can pose unique challenges for attorneys, but for the most part, it requires the same skills that are useful in other cases — from documenting everything to understanding one’s ethical duties, says Bryan Ketroser at Alto Litigation.
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It's Time To Prescribe Frameworks For AI-Driven Health Care
As health care providers begin to adopt artificial intelligence in clinical settings, new legal and regulatory challenges are emerging, with the critical issue being balancing AI's benefits and innovations in health care while ensuring patient safety and provider accountability, say attorneys at Kirkland.
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Preparing For Higher Health Transaction Standards In Calif.
The California Office of Health Care Affordability's revised draft regulations on the reporting of health care transactions incorporate useful improvements to the regulatory scheme, but also contain provisions that may cause concerns for parties contemplating covered transactions, says Andrew Demetriou at Husch Blackwell.
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How Ill. Supreme Court Could Shape Statutory Violation Cases
In Fausett v. Walgreens, the Illinois Supreme Court will take up the question of whether a violation of the Fair and Accurate Credit Transactions Act satisfies the injury-in-fact requirement, and any outcome could significantly change the litigation landscape in Illinois, say Donald Patrick Eckler and Joshua Zhao at Freeman Mathis.
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Pro Bono Work Is Powerful Self-Help For Attorneys
Oct. 22-28 is Pro Bono Week, serving as a useful reminder that offering free legal help to the public can help attorneys expand their legal toolbox, forge community relationships and create human connections, despite the challenges of this kind of work, says Orlando Lopez at Culhane Meadows.
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Playing In A Rock Cover Band Makes Me A Better Lawyer
Performing in a classic rock cover band has driven me to hone several skills — including focus, organization and networking — that have benefited my professional development, demonstrating that taking time to follow your muse outside of work can be a boon to your career, says Michael Gambro at Cadwalader.
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The Pop Culture Docket: Judge Espinosa On 'Lincoln Lawyer'
The murder trials in Netflix’s “The Lincoln Lawyer” illustrate the stark contrast between the ethical high ground that fosters and maintains the criminal justice system's integrity, and the ethical abyss that can undermine it, with an important reminder for all legal practitioners, say Judge Adam Espinosa and Andrew Howard at the Colorado 2nd Judicial District Court.
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How To Navigate The FTC's New Private Equity Frontier
The Federal Trade Commission's recent district court complaint against an anesthesia firm and its private equity partner tests key bounds of the agency's stand-alone authority, and defense strategies can include challenges to both the geographic and the service market fronts, say attorneys at Baker McKenzie.