Legal News

On December 8, 2020, a federal court in Pennsylvania rejected a challenge by the Federal Trade Commission (FTC) and the State of Pennsylvania to block a $599 million merger of two hospital and healthcare systems in Philadelphia: the fourteen-hospital Thomas Jefferson University (Jefferson) and the three-hospital Albert Einstein Healthcare Network (Einstein). The court found that the FTC had failed to meet its burden to prove that the merger would result in an increase in prices to insurers and....

2020 is drawing to a close, but the heat of the SPAC, which will be hot starting in 2019, has not diminished at all. More and more private equity funds, financial institutions and other investors are setting up SPAC. The number of companies listed in the U.S. through SPAC is also at an all-time high in 2020.......By: Morrison & Foerster LLP

Contractors that obtain coverage under the Virginia General Permit for Discharges of Stormwater from Construction Activities (“Construction General Permit” or “Permit”) will soon need to disclose information regarding the disposal of excavated material from project sites....By: Vandeventer Black LLP

In re Baker Hughes Inc. Merger Litigation, C.A. No. 2019-0638 AGB (Del. Ch. Oct. 27, 2020). This decision arose out of a merger involving Baker Hughes and the oil and gas segment of General Electric (GE). Stockholders of Baker Hughes brought post-closing breach of fiduciary duty claims against certain officers of Baker Hughes and aiding and abetting claims against GE, with the allegations focused on certain financial statements provided by GE in connection with the merger....By: Morris James LL...

You have undoubtedly read about the continuing popularity of special purpose acquisition companies (SPACs). According to SPACInsider, year-to-date there have been 242 SPAC IPOs, with an average IPO size of $334.9 million. This is remarkable as the next highest year was 2019 when there were 59 SPAC IPOs with an average size of $230.5 million......By: Bass, Berry & Sims PLC

More than thirty years ago, the Washington Supreme Court ruled defense counsel may not engage in ex parte communications with a plaintiff’s treating physician. Loudon v. Mhyre, 110 Wn.2d 675, 676 (1988). The Loudon rule, as it’s known, was revisited and tempered slightly in Youngs v. PeaceHealth, when the court held defendant hospitals may have ex parte communications with employee-physicians who treated a plaintiff, as long as the communications “are limited to the facts of the alleged...By:...

When participating in an M&A process involving a video game company, whether you are on the sell-side or the buy-side, there are certain key terms that are included in industry standard commercial agreements that the parties need to keep on their radar. Failure to identify these terms early in the due diligence process can create roadblocks for the parties as they near the finish line, whether that be signing the definitive acquisition agreement or closing the transaction......By: Sheppard Mulli...

The decision leaves the door open for buyers to argue that inflexible ordinary course covenants can provide a basis to terminate a transaction in which a seller does not suffer an MAE. Key Points: ..The Delaware Court of Chancery’s ruling illuminates how other courts may analyze pre-closing operational covenants following business disruptions due to the pandemic. ..The court reaffirmed the high bar to establish an MAE, holding that a carveout to an MAE definition need not expressly include.....

Questions about intellectual property rights routinely arise during construction contract negotiations and serve as a refreshing reminder that COVID-19 issues are not the sole focus of negotiations at the moment. Copyright is one type of intellectual property right and is the area where we tend to encounter the most queries. Originally published in Practical Law Construction - June 3, 2020....By: Bryan Cave Leighton Paisner

Dans un arrêt du 25 novembre 2020, la chambre criminelle de la Cour de cassation a annoncé un revirement de sa jurisprudence en matière de transfert de la responsabilité pénale résultant d’une fusion absorption....By: Orrick, Herrington & Sutcliffe LLP