The U.S. Supreme Court on Monday agreed to dip into the problems faced by banks and homeowners with underwater mortgages in two bankruptcy cases brought by Bank of America.
The U.S. Supreme Court on Monday agreed to dip into the problems faced by banks and homeowners with underwater mortgages in two bankruptcy cases brought by Bank of America.
In his Corporate Securities column, John C. Coffee Jr. analyzes the trend toward bylaw and charter provisions that imposed some form of a "loser pays" rule on plaintiffs in intracorporate litigation.
Teams from Wachtell Lipton recently advised Halliburton on its $34.6 billion cash-and-stock takeover of oil field services rival Baker Hughes, and Allergan on its proposed $66 billion cash-and-stock sale to fellow pharmaceutical company Actavis.
A case alleging that the maker of Enfamil infant formula is liable for causing an infant's brain damage will proceed in district court after the U.S. Supreme Court on Monday denied the company's petition for writ of certiorari.
A federal judge gave plaintiffs lawyers $91 million—a 28 percent cut—in a $325 million settlement with Pfizer Inc. over allegedly fraudulent marketing of its epilepsy drug Neurontin.
Before net neutrality became a left-wing cause célèbre, it had an unlikely champion: U.S. Supreme Court Justice Antonin Scalia. In 2005, Scalia in a dissent wrote that the FCC should classify broadband providers as a more heavily regulated Title II telecommunications service—a position in sync with a statement from President Obama on Monday as well as with calls from groups such as Free Press and Consumers Union.
In his Employment Issues column, Philip M. Berkowitz reviews important new developments that have expanded the rights of individuals, even those based overseas, to assert whistleblower rights under the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Report and Consumer Protection Act of 2010.
The Nasdaq stock market and its lawyers at Ballard Spahr preserved a major victory at the U.S. Court of Appeals for the Second Circuit on Monday in a dispute with UBS Securities arising from the Facebook Inc. initial public offering.
Law firms have joined a growing army of lobbying shops on Capitol Hill to ensure that AbbVie Inc., Walgreen Co. and other U.S. companies are part of the conversation about a controversial tax-lowering tactic.
In their Corporate Crime column, William F. Johnson and Amelia R. Medina discuss the SEC's increasing use of the administrative forum for litigating enforcement actions over its more traditional choice, federal district court.
The Federal Trade Commission sued AT&T Mobility on Tuesday, claiming the company misled smartphone customers who have unlimited data plans. AT&T reduced speeds for some customers with unlimited data plans, in some instances by almost 90 percent, according to the FTC.
A federal appeals court is allowing drugstore chain CVS to move a purported wage and hour class action to federal from state court under a new interpretation of the Class Action Fairness Act of 2005's removal rules.
In their Corporate Governance column, David A. Katz and Laura A. McIntosh of Wachtell, Lipton, Rosen & Katz write: Recent regulatory initiatives and the adoption of the National Institute of Standards and Technology Framework earlier this year offer guidance for boards of directors as they work to understand and oversee the myriad aspects of corporate cybersecurity.
Southern District Judge William Pauley III has certified a proposed class action by romance authors suing Harlequin Enterprises Ltd. over electronic-book royalties.
As the antivaccination movement grows—and with it, outbreaks of diseases such as whooping cough, mumps and measles—the eight special masters at the so-called vaccine court within the U.S. Court of Federal Claims are under increasing pressure.
It's not everyday that one company pays another company to take a business off its hands, but that's exactly what's happening with International Business Machines Corp.
In her Distress Mergers and Acquisitions column, Corinne Ball, a partner at Jones Day, writes: 'Revel' illustrates for potential asset purchasers that the rights of bidders in bankruptcy sale auctions are limited to objections addressing the integrity of the sale process.
In their Taxation column, Elliot Pisem and David E. Kahen, members of the law firm of Roberts & Holland, discuss the recent decision in 'Cosentino v. Commissioner', which concludes that certain recoveries against a tax professional are nontaxable as a "replacement of capital" except to the extent it represents a recoupment of amounts previously deducted for income tax purposes by the taxpayer.
Thanks to an earlier decision by the Second Circuit that lowered the requirements for asserting whistleblower claims under Sarbanes-Oxley, JPMorgan Chase must again face allegations that it fired a former vice president for raising suspicions about a favored client.
After nearly seven years of litigation, a state judge in Nassau County ruled Tuesday that the cofounder of the company that makes AriZona iced tea owes his former business partner about $1 billion for his share in the company, accounting for the stake's value and accrued interest.
SEC Enforcement Division head Andrew Ceresney defended the agency's "broken windows" policy of cracking down on minor violations during a panel discussion Tuesday with five former directors of the division, who argued the agency is being too harsh.
Becton, Dickinson and Company is buying CareFusion Corp. in the latest in a record-setting series of mergers and acquisitions in the pharmaceutical and medical device manufacturing industries following the Affordable Care Act. Also, Encana Corp. is acquiring Athlon Energy Inc. for $5.3 billion in the largest-ever U.S.-Canada transaction in the exploration and production sector.
The pool of arbitrators who decide most investor disputes in the United States severely lack diversity in age and gender, according to a study by the Public Investors Arbitration Bar Association. The study found that 80 percent of arbitrators associated with the Financial Industry Regulatory Authority Inc. are men, with an average age of 69.
In his Corporate Litigation column, Joseph M. McLaughlin writes: Last year, the Delaware Court of Chancery confirmed the facial validity of board-adopted bylaws designating an exclusive forum for intra-corporate litigation, and other state courts have provided additional reassurance. In the last two months, however, two state courts addressing "as-applied" challenges to exclusive forum bylaws reached conflicting conclusions.
General Motors Co. could face its first trial next year over injuries or deaths blamed on an ignition-switch defect that prompted recalls of 2.6 million cars and trucks worldwide.
A judge has dismissed without prejudice a proposed securities class action against Avon Products Inc., whose leadership was accused of lying to shareholders about its compliance with the Foreign Corrupt Practices Act.
No superheroes emerged from the five-year battle between Marvel Entertainment and the heirs of comic book artist Jack Kirby, which fizzled with a settlement before the U.S. Supreme Court was due to consider the case this week. But the copyright adventure is likely to continue.
In her Secured Transactions column, Barbara M. Goodstein, a partner at Mayer Brown, reviews four standardized terms introduced in the 2014 MCAPs for several provisions that emerged in the wake of the 2008 credit crisis: (1) amend and extend, (2) buybacks, (3) cashless rolls, and (4) restrictions on disqualified institutions.
Companies worried about whistleblowers now have more reason to worry. On Monday the SEC expanded the universe of those who may collect money for reporting corporate wrongdoing. In an order approving a record award of at least $30 million to an unnamed foreign resident, the SEC concluded that foreign whistleblowers can qualify for awards even if the suspect activity they report occurred entirely overseas.
A judge has blocked a class action lawsuit by a former executive of Telomerase Activation Sciences Inc. who claimed the pill-maker's marquee product gave him prostate cancer.
In their Corporate Governance column, David A. Katz and Laura A. McIntosh of Wachtell, Lipton, Rosen & Katz write: By leveraging the influence of their clients, it appears that the SEC hopes to put pressure on proxy advisors to reform from within. However, as many shareholder activists are also clients of these firms, it may not be easy to promote change.
German multinational engineering conglomerate Siemens AG announced late Sunday it would acquire the Dresser-Rand Group, a Houston-based maker of compressors, steam turbines, gas turbines and engines for the oil and gas industry, in an all-cash deal worth $7.6 billion.
In his Corporate Securities column, John C. Coffee Jr., the Adolf A. Berle Professor of Law at Columbia University Law School, writes: Pershing Square Capital Management L.P. and Valeant Pharmaceuticals International have entered into a short-term marriage of convenience to facilitate Valeant's hostile acquisition of Allergan in a $53 billion deal. As with many relationships, onlookers have questions.
A "theoretical defect" is an insufficient basis for a damages claim, Manhattan Supreme Court Justice Shirley Kornreich said in a decision dismissing a putative commercial class action suit over the delivery of supposedly inferior heating oil.
Federal judiciary officials on Tuesday approved proposed changes to court rules that could reshape how discovery is handled in civil litigation—for better or for worse, depending who you ask.
In a win for the Commodity Futures Trading Commission, a federal judge in Washington, D.C., on Tuesday mostly upheld rules on cross-border swaps, rejecting arguments by banking industry trade groups that the agency exceeded its authority by imposing new regulations.
Norwegian Cruise Line Holdings has agreed to purchase privately held Prestige Cruises International for $3.03 billion. Also, Amazon.com has announced that it would acquire video game streaming company Twitch Interactive Inc. in a $970 million cash deal.
In his Employment Issues column, Philip M. Berkowitz writes that most courts disfavor enforcement of non-competes, but in recent years, New York courts have provided avenues for enforcing such agreements. Texas has been a far tougher state in which to enforce non-competes. A recent decision, however, makes New York and Texas unlikely partners in the enforceability of non-compete agreements.
In a rare move, a Delaware Chancery Court ceded jurisdiction to another state on Monday, ruling that bylaws to select forums are valid even if they're adopted before litigation is filed, and even if they designate a Delaware company's out-of-state home turf as the forum.
Southern District Judge Louis Stanton dismissed claims by the FDIC against Deutsche Bank, Royal Bank of Scotland, Credit Suisse and other banks that sold mortgage-backed securities, ruling that the FDIC waited too long to bring suit. Adopting an argument that other courts have rejected, a federal judge in Manhattan ruled that the FDIC waited too long to sue Deutsche Bank, Royal Bank of Scotland, Credit Suisse and other banks that sold mortgage-backed securities.
In his Corporate Crime column, Steven Witzel writes: Much has been written on the nature and implications of Bitcoin and other digital currencies, including that they could mark the end of national currencies. The author focuses primarily on recent events in regulatory oversight and law enforcement scrutiny of Bitcoin and other virtual currencies.
Power generating company Dynegy Inc. plans to buy power plants and other assets from Duke Energy Corp. and private equity firm Energy Capital Partners in two separate deals worth a combined value of $6.25 billion.
The aluminum warehousing industry has been the target of critical media coverage and regulatory scrutiny. But it's not turning out to be fertile ground for antitrust litigation, as a Southern District judge made clear on Friday when she tossed claims against the Goldman Sachs Group Inc., JPMorgan Chase & Co. and Glencore plc.
In her Distress Mergers & Acquisitions column, Corinne Ball, a partner at Jones Day, writes: A competitor's attempt to take over a debtor through its debt may be subject to judicial scrutiny, as discussed in the decision issued by Bankruptcy Judge Shelley C. Chapman in the LightSquared case. Chapman concluded that separate competitor classification was appropriate, but denied designation and confirmation.
Burger King Worldwide Inc. and Canadian chain Tim Hortons Inc. have agreed to an $11.4 billion tie-up that would send the combined company's headquarters north in what may be the most visible corporate tax inversion yet. Also, Roche Holding announced Monday its $8.3 billion acquisition of InterMune, a suburban San Francisco-based company lung disease drug developer.
Southern District Judge Katherine Forrest has ruled that London Metal Exchange, a privately held for-profit company, is an "organ" of the U.K. government and therefore shielded by sovereign immunity from claims that it conspired with Goldman Sachs, JPMorgan Chase and others to restrain aluminum supplies and drive up prices.
Coca-Cola Company has agreed to purchase a 16.7 percent stake in Monster Beverage Corporation for $2.15 billion in cash as it looks to accelerate its growth in the booming energy drink business. Also, FleetCor Technologies Inc. has agreed to buy electronic payment processing company Comdata Inc. for $3.45 billion.
Southern District Bankruptcy Judge Robert Gerber on Monday delayed briefing to give plaintiffs attorneys suing General Motors Co. over ignition-switch defects time to file a consolidated complaint.
David E. Kahen and Elliot Pisem write about a recent First Circuit decision relating to the deductibility for income tax purposes of a portion of payments made in settlement of Medicare fraud claims under the False Claims Act.
The Office of Court Administration released guidelines Tuesday on obtaining electronic discovery from nonparties in the Commercial Division that are set to take effect Sept. 2.
In his Corporate Litigation column, Joseph M. McLaughlin analyzes the D.C. Circuit's decision in 'In re Kellogg Brown & Root,' which restores much of the predictability attendant to the availability of attorney-client privilege in the business setting and will likely be the leading decision for some time applying the touchstone principles of corporate attorney-client privilege set forth in 'Upjohn Co. v. U.S.'
In a reversal of trend of U.S. companies moving overseas to save on taxes, Walgreens said on Wednesday it would buy the stake in Alliance Boots it doesn't already own, for $15.3 billion in cash and stock but keep its current Illinois tax address once it takes full ownership of the chain. Also, NorthStar Realty Finance Corp. said on Tuesday it would acquire Griffin-American Healthcare REIT II Inc. for approximately $3.4 billion in cash and stock.
In her Secured Transactions column, Barbara M. Goodstein, a partner at Mayer Brown, examines challenging questions that arise when assets are or become fixtures, and discusses the treatment generally of these assets under Article 9 of the Uniform Commercial Code.
An Second Circuit panel on Tuesday affirmed a big victory for Barclays plc and its lawyers at Boies, Schiller & Flexner in long-simmering litigation over the collapse of Lehman Brothers, ruling that Barclays is entitled to billions in disputed Lehman assets.
Russian steelmaker OAO Severstal has agreed to sell its North American subsidiaries to U.S. competitors Steel Dynamics and AK Steel Holding Corp. for a combined $2.3 billion. Also, Scientific Games Corporation said on Friday it has agreed to buy Bally Technologies for $5.1 billion in cash and debt.
Bargain retailer Dollar Tree Inc. is buying rival Family Dollar Stores Inc. for $8.5 billion in cash and stock in a bid to create one of the largest discount retailers in North America. Also, online property website Zillow will acquire rival Trulia for $3.5 billion.
Thao Do and James Walker, partners at Richards Kibbe & Orbe, discuss (i) the implications of 'Troice' for third-party advisors with respect to aiding and abetting claims in class actions and (ii) how law firms can limit increased exposure to third-party liability.
After winning the liability phase of its securities fraud case against Texas entrepreneur Samuel Wyly and the estate of his deceased brother Charles, the SEC has encountered a major setback in its bid to collect $1.4 billion from the duo.
In their Corporate Governance column, David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura A. McIntosh, a consulting attorney for the firm, write: The tactics being used by today's activist investors in their approaches to corporate targets are unprecedented. Boards should be forewarned and forearmed as they pursue their plans for long-term value creation in the current, precarious environment that clearly favors the activist investor.
Italian lottery operator GTECH S.p. has announced that it would acquire Las Vegas-based slot machine maker International Game Technology for $6.4 billion. Albemarle Corporation announced that it plans to acquire competitor Rockwood Holdings for $6.2 billion in a cash and stock deal, a move that will combine two of the world's largest specialty chemical companies.
After 14 years of litigation, 200 days of deposition testimony and a wealth of attorneys fees, Convolve Inc.'s billion-dollar infringement case against Seagate Technology and Compaq Computer Corporation (now Hewlett-Packard Company) may finally be at an end.
Reynolds American Inc., maker of Pall Mall and Camel cigarettes, has agreed to buy Lorillard Inc. for $27.4 billion, including debt. If completed, the merger would create a powerful rival to the largest tobacco company in the U.S.
In his Corporate Securities column, John C. Coffee Jr., the Adolf A. Berle Professor of Law at Columbia University Law School and Director of its Center on Corporate Governance, writes: The transition to dark pools, high frequency trading, and the maker/taker model has come since the adoption of Regulation NMS in 2007. That is one cause, but not the deepest cause. With the privatization of securities markets, markets are no longer self regulators in any meaningful sense, but instead are aggressive profit maximizers. That cannot be changed, but it states the case for closer regulation.
For three years, the patent holder DietGoal Innovations has sued dozens of food and media companies all over the country, alleging infringment of its patent for a system of computerized meal planning—a patent Southern District Judge Paul Engelmayer now says is invalid.
The car service Uber has agreed to limit prices during emergencies, natural disasters or other unusual market disruptions consistent with New York's law against price gouging, the company and state attorney general said Tuesday.
In his Employment Issues column, Philip M. Berkowitz writes that although the Supreme Court's recent decision in 'Fifth Third Bancorp v. Dudenhoeffer' didn't garner the same attention as other employment cases, it may be the most significant, possibly putting at risk the right of Employee Stock Ownership Plan fiduciaries to invest in company stock.
Alcoa Inc. has said it will acquire jet engine component producer Firth Rixson in a $2.85 billion deal expected to enhance the company's aerospace production.
In his Corporate Crime column, William F. Johnson, a partner at King & Spalding, writes: As the SEC wades into the regulatory pool on high frequency trading, all eyes will be focused on whether subsequent regulations are appropriately and narrowly tailored to promote market stability without limiting the advances that technology has provided for market access and structure.
The Justice Department's $8.9 billion settlement with BNP Paribas gave prosecutors a chance to argue that they're not afraid to get tough on big banks. But it also highlighted the roles of two large law firms that counseled BNP on transactions at the heart of the government's case, suggesting that the French Bank relied on questionable advice to justify violating U.S. sanctions regimes.
Private equity firm Apax Partners has agreed to sell its majority stake in Advantage Sales and Marketing to two other private equity firms, Leonard Green & Partners and CVC Capital Partners. Wisconsin Energy Corporation has announced it will buy energy holding company Integrys Energy Group for $9.1 billion, including debt, a deal that would expand the company's geographic base.
In her Distress Mergers & Acquisitions column, Corinne Ball, a partner at Jones Day, discusses 'In re LightSquared', in which an activist distressed investor faces the subordination or disallowance of his claim due to what the bankruptcy court determined was the investor's inequitable conduct with the intent to manipulate the bankruptcy proceedings and the bankruptcy court.
Food industry trade groups have tapped Hogan Lovells to challenge a first-of-its-kind state law requiring the labeling of genetically engineered food.
In the latest, and perhaps largest, example of a U.S. company ditching its borders, medical device maker Medtronic Inc. announced Sunday it would purchase Dublin-based Covidien in a $42.9 billion deal that would move the combined company to Ireland. Also, Priceline Group said Friday it has agreed to buy online restaurant-reservation service OpenTable.com for $2.6 billion in cash.
In their Taxation column, Elliot Pisem and David E. Kahen, members of the law firm of Roberts & Holland, write: Rev. Rul. 2014-18 does not appear to reflect any major change in IRS thinking with respect to the treatment of options and SARs under §457A as previously expressed in IRS Notice 2009-8.
In his Corporate Litigation column, Joseph M. McLaughlin writes: Last month, the Delaware Supreme Court ruled that a board-approved provision in a non-stock corporation's bylaws shifting legal expenses in intra-corporate litigation to unsuccessful claimants can be valid in Delaware. Although 'ATP Tour v. Deutscher Tennis Bund' pertained to a non-stock corporation, the decision has provoked an outpouring of debate because its reasoning applies equally to stock corporations.
Although huge sums have been set aside to reward those who report wrongdoing in the financial markets—$739 million is sitting there, waiting to be paid out—awards to date have barely dented those accounts, according to a new report.
The D.C. Circuit on Tuesday rebuffed Wells Fargo Bank's request to bar all claims against it in a suit over its mortgage practices brought by the U.S. Attorney's Office for the Southern District just six months after the bank paid $5 billion to settle similar claims in a suit brought by the federal government, 49 states and the District of Columbia.
Moving to expand its product offerings aimed at treating hepatitis C, pharmaceutical giant Merck & Co. announced Monday that it has agreed to buy Cambridge, Ma.-based Idenix Pharmaceuticals, Inc., for $3.85 billion.
Ventas said on Monday that it will acquire American Realty Capital Healthcare Trust in a stock-and-cash transaction valued at $2.6 billion. Also, four firms have landed roles in connection with the sale of 24 Hour Fitness by Forstmann Little & Co., the New York-based buyout shop that has been liquidating its portfolio following the November 2011 death of its cofounder.
In her Secured Transactions column, Barbara M. Goodstein, a partner at Mayer Brown, explores the characteristics of unitranche credit facilities, the advantages of those structures, and the issues and uncertainty that surround them.
A rough year for the Federal Circuit got rougher on Monday, when two more of its rulings were unanimously reversed by the U.S. Supreme Court.
Although agreeing that an order for sanctions against a Jordanian bank for not producing records in a lawsuit filed by terrorism victims was flawed, the DOJ is arguing that it would be premature for the U.S. Supreme Court to hear the bank's appeal.
The governments of South Korea and the United States are clashing over whether an appeals court should resurrect Motorola Mobility Inc.'s price-fixing case against the world's LCD manufacturers.
A $40 million judgment arising from a suit against a Saudi Arabian company in an English court can be enforced in New York, the First Department has held.
In their White-Collar Crime column, Christopher L. Garcia and Amanda Burns Shulak of Weil, Gotshal & Manges write: Recently, the SEC has had some missteps, most notably at trial. The losses in those cases were likely the result of the SEC having brought enforcement actions for conduct that was not provable based on the available evidence. Each of the cases suffered from proof issues that made them difficult cases to win.