Legal News

Within the past month, the Department of Justice Antitrust Division (the Division), in two separate matters, indicted a former owner of a health care staffing company for participating in a conspiracy to fix prices by lowering the rates paid to physical therapists and physical therapist assistants, and a health care company that owns and operates outpatient medical care centers across the country for agreeing with competitors not to solicit senior-level employees......By: Lowenstein Sandler LLP

Mergers and acquisitions among private companies always present a range of HR challenges, especially in light of Covid-19. Many of those issues revolve around benefits. Here are the most common that organizations typically need to address... Originally published in TLNT (Talent Management & HR) December 7, 2020....By: Lowenstein Sandler LLP

The past decade’s robust mergers and acquisitions volume sparked the rapid growth of representations and warranties (R&W) insurance. This coverage provides protection from losses due to a seller’s breach of representations in the acquisition agreement and is intended to remove risks from balance sheets and largely supplant traditional seller indemnity in M&A transactions. But a key question has lingered: Are insurers actually paying R&W claims?... Originally published in Risk Management...By:...

Representation and warranty insurance has changed the M&A market. The popularity of reps and warranties (R&W) insurance—which provides indemnity to buyers for breaches stemming from seller misrepresentations in acquisition agreements—skyrocketed in the past decade alongside a bustling M&A market. Sellers realized that R&W insurance was a useful tool that would enable them to offload risks associated with R&W breaches and avoid having to provide escrows and/or indemnifications as part of the......

Last week, the Antitrust Division (Division) of the U.S. Department of Justice (Department or DOJ) issued a memorandum providing further guidance to Division attorneys and the public on the use of arbitration in civil enforcement matters. This guidance stemmed from a closely watched challenge to aluminum giant Novelis Inc.’s planned acquisition of Ohio aluminum company Aleris Corp. last year......By: Lowenstein Sandler LLP

Recently, a California state court expanded a “bump up” exclusion in excess D&O policies to bar coverage for a settlement of a shareholder class action lawsuit against Onyx and its directors and officers. The shareholders alleged that the directors and officers failed to maximize a buyer’s offer to purchase Onyx’s shares. By upholding the denial of coverage for the $30 million settlement, the court broadened the bump-up exclusion far beyond its traditional limited and intended application to...

The Federal Trade Commission, by a 3-2 vote along party lines, has proposed for public comment two major changes to its Hart-Scott-Rodino (HSR) Act premerger notification rules. These changes would exempt from HSR filing some under-10% investments and would require some additional filings by aggregating investments by funds within a family of commonly managed funds......By: Lowenstein Sandler LLP

The Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice released the Hart-Scott-Rodino annual report for fiscal year 2019 on July 8, 2020. For more than 40 years, the data provided in each report has been studied by the antitrust bar for revelations about the agencies' merger enforcement efforts and the workings of the antitrust premerger notification program... Originally published in Law360 - September 18, 2020....By: Lowenstein Sandler LLP

For several years, buyers and sellers in M&A deals have been turning to representations and warranties (R&W) insurance to allocate risk–and they continue to do so during these unprecedented times. Yet, despite the increasing prevalence of R&W insurance, myths and misconceptions remain. When they are debunked, buyers should have a clearer understanding of the benefits that R&W insurance can bring to a deal. Here are five myths about R&W insurance dispelled......By: Lowenstein Sandler LLP

Do Reps and Warranties Insurers Pay Claims? Yes–With Caveats, New Survey Finds- During the last decade, intense deal activity spurred the growth of R&W insurance–an alternative risk-transfer mechanism to indemnify buyers for breaches stemming from a seller’s misrepresentations in acquisition agreements......By: Lowenstein Sandler LLP