Legal News

As required by the HSR Act, on February 1, 2021, the U.S. Federal Trade Commission (“FTC”) released its annual adjustments to the reporting thresholds. The key number to remember is now $92 million. Note, this is a decrease from the $94 million threshold in 2020. Generally, transactions valued at $92 million or more must be reported and cleared by federal antitrust authorities before the transaction may close. The adjustments to the thresholds were published in the Federal Register on February...

Visa abandoned its $5.3 billion acquisition of Plaid Inc., a fintech company known for its data aggregation technology, but which was developing a potential rival to Visa’s online debit services. The parties abandoned the transaction, which was announced in January 2020, in the midst of a challenge to the deal by the U.S. Department of Justice Antitrust Division (“DOJ”), which sued to block the transaction in early November 2020 based on the theory of nascent competition....By: Goodwin

Sanofi announced that it has entered into an agreement to acquire Kymab, a clinical-stage biopharmaceutical company developing fully human monoclonal antibodies with a focus on immune-mediated diseases and immuno-oncology therapeutics, for an upfront payment of approximately $1.1 billion and up to $350 million upon achievement of certain milestones.  The acquisition will give Sanofi full global rights to Kymab’s KY1005, which binds to OX40-Ligand and has the potential to treat a wide variety of...

A federal court on Tuesday denied the FTC’s request to enjoin the merger of Thomas Jefferson University and the Albert Einstein Healthcare Network, two hospital systems in the Philadelphia area. After a six-day hearing that included twenty witnesses and what the court called “voluminous documentary evidence,” the court found that the FTC had not carried its burden of proof and denied the requested injunction. The court’s decision seemingly places a priority on evidence of actual commercial.....

Last month, the SEC announced that a public company had agreed to pay a $20 million penalty to resolve charges related to its repurchase of stock while supposedly in possession of material, non-public information (“MNPI”) that it might be acquired by another company. The SEC’s cease and desist order offers important lessons for assessing whether a company is in possession of MNPI in the context of ongoing M&A discussions....By: Goodwin

Yesterday, Alvotech announced that its parent company, Alvotech Holdings SA, completed a $65 million private placement round, which the company said is part of its $100 million private placement round with a second closing expected shortly. Alvotech further reported that the $65 million financing resulted in the company issuing new shares to a group of new investors and existing shareholders, and will further finance the development and release of its biosimilar candidates....By: Goodwin

On 12 October 2020, the Commercial Court handed down judgment in the first case in which the English courts have had to consider whether COVID-19 resulted in a material adverse effect (“MAE”) (Travelport Ltd & Ors v WEX Inc [2020] EWHC 2670). In expedited proceedings brought by the sellers, Mrs Justice Cockerill addressed a number of preliminary issues relating to the MAE provisions in the sale documentation. This is likely to be such an important question in the current climate and the court’...

Delaware Court of Chancery Denies Motion to Dismiss in Shareholder Class Action Lawsuit Related to Mindbody Inc.’s Billion Dollar Merger with Vista Equity Partners; Second Circuit Unanimously Affirms Lower Court’s Decision Allowing Manhattan District Attorney to Subpoena President Trump’s Tax Records; Ninth Circuit Reverses Lower Court’s Decision Dismissing Securities Fraud Suit and Joins Sixth Circuit in Approach to Loss Causation in Securities Fraud Suits; SDNY Judge Dismisses Proposed Cla...

The Federal Trade Commission and the Antitrust Division of the Department of Justice (the “Agencies”) recently proposed two changes to the Hart-Scott-Rodino (“HSR”) rules that, if implemented, will materially impact private equity, venture capital, and other investment firms. One proposed rule will exempt from the HSR filing requirements certain acquisitions of 10% or less of an issuer, and the other will require certain entities to aggregate their holdings in an issuer to determine whether ...

Johnson and Johnson announced that it has entered into an agreement to acquire Momenta Pharmaceuticals, Inc. for $6.5 billion. The acquisition gives J&J’s Janssen unit full global rights to Momenta’s nipocalimab (M281), an anti-FcRn antibody designed to treat a number of autoantibody-driven disorders, including generalized myasthenia gravis (gMG), warm autoimmune hemolytic anemia (wAIHA), and hemolytic disease of the fetus and newborn (HDFN)....By: Goodwin