Mergers & Acquisitions Law Report Index-Summary

PAPER INDUSTRY

– Georgia-Pacific, withdrawal liability, sale of assets exempts seller (N.D. Ill.), 150
– Heinzel acquisition of Europapier, EC clears, 942

PARTNERSHIPS

– Canada Income Tax Act draft amendment addresses issues, 1060
– Carried interest, investment services partnership interests, Treasury set to devote resources to regs. if legislation enacted, 962
– Limited partner challenge of insider asset sale at below market value to proceed (Colo. Ct. App.), 1079
– Noncompensatory partnerships, new regs. expected, 1188

PATENTS

– VCR technology, infringement claim against Daewoo upheld (Fed. Cir.), 878

PENSIONS

– Alter ego, box manufacturers controlled by same person liable for contributions (6th Cir.), 830
– Canada Income Tax Act draft amendment addresses issues, 1060
– Fiduciary duty

See FIDUCIARY DUTY

– Stock drop litigation

– – Wachovia §401(k) plan participants' class action dismissed (W.D.N.C.), 764
– – WaMu employees bid for final judgment against dismissal of Morgan Chase denied (W.D. Wash.), 81
– – Waste Management, 6 year statute of limitations applied to some claims (D.D.C.), 605; class action certified, 1081

– Unfunded liability of terminated plans, PBGC seeks to hold Japanese firm liable for liability of controlled U.S. based firm (D.D.C.), 1055
– United/Continental merger puts plans at risk, 576
– Vesting, Whirlpool/Maytag merger, retiree benefits issue headed to trial (S.D. Iowa), 1055
– Withdrawal liability

See WITHDRAWAL LIABILITY

PHARMACEUTICAL COMPANIES

– Accounting, fees paid to government, FASB approves rules, 1085
– Actavis acquisition by Deutsche Bank, EC clears, 904
– Alcon-Novartis merger

– – Canada Competition Bureau secures settlement, 771
– – Sale of assets to Bausch & Lomb required (FTC), 783
– – Shareholders required to pursue claims in Swiss courts (S.D.N.Y.), 499; amended complaint rejected, 660

– Alton Pharma acquires marketing rights to Lodosyn Parkinson's treatment, 452
– Amylin Pharmaceuticals, debt instrument continuing director provisions, attorneys' fees awarded to disabling provisions (Del. Ch.), 1077
– Bankruptcy

– – Chem Rx to sell assets to stalking horse PharMerica, 905
– – Middlebrook sells assets to Victory Pharma, 774

– BioMarin acquires ZyStor, 797
– Biopharmaceuticals, patent extension problems expected to produce more mergers, 559
– Dr. Reddy's to acquire GlaxoSmithKline oral penicillin facility, 1165
– Emergent Biosolutions to acquire Trubion Pharmaceuticals, 797
– Endo Pharmaceuticals to acquire Penwest, 775
– Generics, pay-for-delay agreements, Senate panel examines, 545
– Genzyme

– – AnorMED merger, transfer pricing strategies in Canadian acquisition, 382
– – Genetic testing unit sold to LabCorp, 1191

– Healthcare Solutions Holding, Cardinal Health announces purchase, 587
– Hospira to acquire Javelin Pharmaceuticals, 389
– India, Abbott to acquire generic drug unit of Primal, 529
– Insider trading

– – AstraZeneca/MedImmune merger, company insider and hedge fund manager settle claims (E.D. Pa.), 854
– – MGI Pharma/Guilford Pharmaceuticals merger, investment banker, friend, and tippee charged (S.D.N.Y.), 288
– – Novartis takeover of NeuTec Pharma, UK FSA acquits attorney and finance director, 557
– – Sanofi-Aventis/Chattem merger, French citizen option traders charged (N.D. Ga.), 15
– – Sciele Pharma acquisition by Shionogi & Co., doctor charged (N.D. Ga.), 854

– McKesson to acquire US Oncology, 1015
– Medco to acquire United BilSource, 797
– Merck acquisition of Schering-Plough, shareholder class action settled with no compensatory award (D.N.J.), 314
– Merck/Millipore merger, EC authorizes, 670
– Mylan to acquire Bioniche Pharma, 775
– Pfizer

– – Generics, partial acquisition of Labaratorio Tento Brasileiro announced, 1015
– – King Pharmaceuticals merger announced, 971
– – Plants to close, 6,000 jobs to be cut, 554
– – Wyeth merger, pharmacy group antitrust claims rejected (N.D. Cal.), 374

– Sandoz to buy Oriel Therapeutics, 389
– Shire to acquire Movetis, 775
– Stiefel Labs, fiduciary duties, failure to disclose merger talks, dismissal denied (S.D. Fla.), 55; dismissal denied for second time, 552
– Teva to acquire Ratiopharm, 300; EC clears, 741; Canada requires divestitures, 742
– Valeant Pharmaceuticals to acquire Brazilian company, 389

PLANT CLOSINGS

– Pharmaceuticals, Pfizer to close plants, cut 6,000 jobs, 554
– Shipyards, Northrop Grumman rejects bids for Avondale facility, 767

PLEADINGS

– Bank of Am./Merrill Lynch merger, Merrill Lynch employee retention plan sex bias claims fails to meet standards (S.D.N.Y.), 401
– Derivative actions, fairness test requires dealing and price considerations (Del. Ch.), 602
– Dow/Rohm and Haas merger, derivative suit not pleading demand futility rejected (Del. Ch.), 75
– Fiduciary breach, accounting firm's approval of misstated financial condition of company insufficient to establish scienter (6th Cir.), 874
– Insider trading, fiduciary duty between third parties (S.D.N.Y.), 739
– Johnson & Johnson amended complaint over failed Guidant deal subject to res judicata (S.D.N.Y.), 196
– Securities fraud, pension fund fails to adequately plead scienter over flawed accounting treatment of acquisition (E.D. Wis.), 337

POISON PILLS

See SHAREHOLDERS

POLAND

– Banking bailout support program extended, 630
– Foreign direct investment, Korean investment support center opened, 449

POSTAL SERVICES

– Osterreichische Post and Schweizerische Post joint acquisition of Meiller Direct, EC clears, 1162

PREMERGER NOTIFICATION

– Canada

– – Digital economy not to impact acquisition analysis tools, 925
– – Fees and service standards, Competition Bureau published draft standards, 528; updated, 985
– – Hostile takeovers, policy on providing information to bidders and target released, 556
– – Industry Canada publishes Final Regs., 208
– – Threshold reporting requirement remains at C$70M, 272

– EU regulations deemed boon to competition enforcement, EU Comm'r comments, 901
– Food industry, Smithfield Foods/Premium Standards Farms merger, civil penalty imposed for violation of waiting period (D.D.C.), 100
– Horizontal mergers, FTC and DOJ guidelines

– – Health insurers, review of past enforcement data suggests compliance, 835
– – Revision needed, 98; revision proposed, 373; practitioner discussions, 377; comment period extended, 419; new guidelines unveiled, 781; bank guidelines unchanged, 783; ABA offers suggestions, 957

– Notification threshold revised, 73
– Number of reports falls, FTC report, 913; second requests for information on increase, 955
– Semerian PPO Investment Partners fined by UK, 171
– UK OFT and Competition Comm. adopt joint guidelines, 883

PRINTING AND PUBLISHING

– Barnes & Noble

– – Director independence, investor challenge to acquisition of subsidiary controlled by board members to proceed (Del. Ch.), 1024
– – Shareholder rights/poison pill plan upheld (Del. Ch.), 785; appealed (Del.), 853

– Bertelsmann and Planeta joint control of Circulo approved, 698
– Canon/Oce merger, EC clears, 23
– Fraud, Black's mail fraud and obstruction of justice conviction upheld, honest-services fraud reversed (7th Cir.), 1004
– Le Monde takeover by Pierre Berge, Xavier Neil, and Mathieu Pigasse, EC clears, 927
– Newspapers

See NEWSPAPERS

PRIVACY

– Corporate identity theft, state officials probe use of public databases, 1177
– HIPAA, UnitedHealthcare purchase of Health Net assets, Conn. state medical society urges probe for possible HIPAA violations, 137

PRIVATE EQUITY FUNDS

See INVESTMENTS

PRIVATE LETTER RULINGS (PLRs)

– §351-Transfer to corporation controlled by transferor, 22
– §368-Definitions relating to corporate reorganizations, 153
– §382-Limitation on net operating loss carryforwards and certain built-in losses following ownership change, 22; 153; 663
– §902-Deemed paid credit where domestic corporation owns 10 percent or more of voting stock of foreign corporation, 22
– Recent rulings, 84; 107; 227; 269; 361; 428; 503; 608; 663; 663; 718; 794; 808; 922; 963; 1008; 1058; 1158

PRIVILEGED COMMUNICATIONS

– Business strategy immunity, use in corporate transactions, 747

PROCEDURE

– Discovery

See DISCOVERY

– Pleadings

See PLEADINGS

PROXIES

– Bank of Am./Merrill Lynch merger, proxy misrepresentation

– – Bonuses, expert testimony rejected (S.D.N.Y.), 33; Bank of Am. agrees to $150M settlement, 123; ruling delayed, 148; court seeks information from N.Y. AG, 168; court approves, 199
– – N.Y. Comptroller files charges (S.D.N.Y.), 693; impact of National Securities Markets Improvement Act, analysis, 703
– – N.Y. files charges against former CEO and CFO (N.Y. Sup. Ct.), 124; CEO denies charges, 807
– – SEC files new claims (S.D.N.Y.), 53
– – SEC IG expands probe over settlement, 523

– Boards bundling unfavorable amendments with shareholder favored measures, 220
– Business strategy immunity use, 747
– Directors, shareholder nominations

– – ICI and Indep. Dir. Council file briefs challenging application of SEC rules to regulated investment companies (D.C. Cir.), 1180
– – ICI study on treads, 1109

– Disclosures, executives benefiting from transaction, failure to disclose claims settled (S.D. Iowa), 223
– Executive compensation

– – Institutional Shareholder Services draft policies highlight Dodd-Frank changes, 1025
– – Say-on-pay

– – – Investment company voting trends, ICI study, 1053
– – – Public companies over-planning, 1109
– – – Regs. on fast track, 1053; analysis of Prop. Regs., 1128

– Golden parachutes, Dodd-Frank Act Final Regs. expected, 937
– HP/3Com merger

– – Discovery fast track bid rejected (Del. Ch.), 31
– – EC clears, 176

– SEC considers moving forward on discrete issues, 1053
– Stock prices, shareholders place positive value on SEC access rules, 1142
– Year delay in challenging stock option plan misrepresentations bars equitable remedy (9th Cir.), 147

PUBLISHING

See PRINTING AND PUBLISHING
– Newspapers

See NEWSPAPERS