Mergers & Acquisitions Law Report Index-Summary

PAPER INDUSTRY

– Bankruptcy, Recycled Paper Greetings to be acquired by American Greetings, 62

PARTNERSHIPS

– Carried interest, capital gains taxation as ordinary income

See LEGISLATION, FEDERAL, HR 1935

– Ernst & Young partner reporting partnership-for-shares swap constructively received stock on date deposited (7th Cir.), 370
– Mergers, divisions, and tiered entities, §704(c) gains and losses, comments sought (Notice), 777; commenters seek clarification, 824; practitioners urged to comment, 958
– N.Y. Empire Zone wage tax credit, sale of assets during partnership year creates 2 taxable years within same 12-month period (N.Y. Div. Tax App.), 1032

PATENTS

– Merger agreement not to challenge validity of patent not bar to challenge by different entity (Fed. Cir.), 534

PENALTIES

– Insider trading, default judgment rendered against Dutch nationals failing to participate in discovery (S.D.N.Y.), 840
– Premerger notification, Liberty Media CEO to pay for reporting violations re Discovery Holding stock acquisition (D.D.C.), 617
– Russia constitutional court limits powers of antitrust agency, 633
– Securities fraud, pro se litigant sanctioned for pursuing frivolous claims (D. Conn.), 818

PENSIONS

See also ERISA
– Alter egos, successor of dissolved firm liable for unpaid contributions (E.D. Mo.), 77
– Amendment of plan, written documents required (2d Cir.), 951
– Bank consolidations raise prohibited transactions issued, 873
– Cash balance plan conversions, J.P. Morgan employee receiving full distribution has standing to seek damages for deficiency of notice (S.D.N.Y.), 105
– Chrysler LLC bankruptcy, Ind. pension funds request to challenge proposed sale denied (S.D.N.Y.), 519; sale halted (2nd Cir.), 547; stay lifted, deal finalized (U.S.), 577
– Contributions

– – Delinquent contributions, knowledge of attorney not imputed to purchaser (N.D. Ill.), 307
– – Failure to pay, corporate veil of controlling corporation of undercapitalized entity pierced (7th Cir.), 845

– PBGC takeover of Amsterdam Memorial Hosp. plan following acquisition by competitor announced, 568
– Plant shutdown benefits not ERISA-protected early retirement benefits, denial of benefits to ineligible employees upheld (W.D. Pa.), 34
– Prohibited transaction exemptions, Chrysler transfer of promissory notes and securities to VEBA proposed, 952
– Severance benefits, employee retaining same pay and title with reduction in responsibilities after change in control entitled to benefits (D.N.J.), 594
– Standing

See STANDING

– Stock drop litigation

– – Bank of Am. charged with fiduciary duty breach over Countrywide and Merrill Lynch acquisitions (S.D.N.Y.), 127; second suit filed, 307; actions consolidated, 646; settled (C.D. Cal.), 774; D.C. joins, 856
– – Communication company integration difficulties leading to stock price decrease, breach of duty claim filed (D. Colo.), 308
– – Huntington Bancshares did not breach duty by allowing workers to invest in company stock during period of decreasing value (S.D. Ohio), 170
– – Macy's employee alleging concealment of merger integrating difficulties may pursue breach of fiduciary duty claims (S.D. Ohio), 821

– Stock options, replacement of benefits with bonuses not constructive discharge under plan terms (5th Cir.), 567
– Stock purchase at inflated price, fiduciary has duty to investigate on behalf of plan (D.D.C.), 262
– UK, corporate reorganizations, underfunding regs. to be relaxed, 934
– Withdrawal liability

– – Calculation, contribution history taken into consideration (7th Cir.), 822
– – Successor company with continuity of workforce and location deemed liable (D. Utah), 76

PHARMACEUTICAL COMPANIES

– Abbott to acquire Solvay Group, In Brief, 938
– Antitrust, watchdog group urges FTC to consider effects on drug innovation, 359
– Astellas Pharma to acquire CV Therapeutics, 114; merger offer terminated, 271
– Bankruptcy

– – Biopure files for Ch. 11 protection (Bankr. D. Mass.), 763
– – Oscient Pharmaceuticals and subsidiary file for Ch. 11 protection (Bankr. D. Mass.), 737

– Biopharma industry, short-term business strategies lacking, 579
– Biotech industry equity investment market shows improvement, venture capital model called broken, 913
– Bristol-Myers announces merger with Medarex, 735
– Cephalon

– – Arana Therapeutics of Australia takeover announced, 246
– – BioAssets Development signs acquisition agreement, 1064

– CombinatoRx announces alliance with Novartis to develop cancer drugs, 478
– Endo Pharmeceuticals/Indevus Pharmaceuticals merger announced, 40
– EU merger approvals

See EU MERGER APPROVAL

– GlaxoSmithKline agrees to purchase dermatology firm Stiefel, In Brief, 405
– GlaxoSmithKline/Genelabs merger completed, 41
– GlaxoWellcome/SmithKline Beecham merger, IRS disallowance of interest expenses challenged, 514
– Helsinn/Sapphire Therapeutics merger announced, In Brief, 133
– Hisamitsau Pharmaceuticals to acquire Noven Pharmaceuticals, 685
– IPOs, partnering helps fill gap in dismal market, 1039
– Johnson & Johnson

– – Arbitration to end arthritis drug joint distribution agreement with Schering-Plough sought, 522
– – Cougar Biotechnology purchase announced, 523
– – Elan Corp. invest of $1B in company announced

– – – Alzheimer's Immunotherapy Program acquired, 661
– – – Marketing agreement with Biogen breached by deal (S.D.N.Y.), 856; Elan claims to have cured issue, 885

– – Omrix Biopharmaceuticals acquisition completed, 17

– King Pharmaceuticals

– – Alpharma merger, FTC requires divestment of drug Kadian, 5
– – Mylan merger, hedge fund settles SEC charges of failure to disclose substantial investment in Mylan (SEC), 700

– Lundbeck to acquire Ovation Pharmaceuticals, 156; Lundbeck charged with monopolizing patent of ductus arteriosus treatment (D. Minn.), 721
– MannKind to acquire Pfizer insulin facility in Germany, 246
– McKesson/D&K Healthcare Resources merger, insider trading, former VP agrees to disgorge profits (N.D. Cal.), 396
– Merck to acquire Insmed of Va., 246
– Merck to acquire Schering-Plough, 243; watchdog group urges FTC to consider effects on drug innovation, 359; Johnson & Johnson seeks arbitration to end arthritis drug joint distribution agreement, 522; FTC seeks more information, 617; shareholders approve, 782; FTC conditions approval on divestitures (FTC), 1049
– 900 North Point Acquisition Corp. subsidiary of Roche to acquire Memory Pharmaceuticals, 40
– Novartis to acquire Ebewe Pharma, 580
– Omnicare claims against merged Medicare prescription drug insurers dismissed for lack of evidence (N.D. Ill.), 70
– Onyx Pharmaceuticals to acquire Proteolix, In Brief, 984
– Pfizer to acquire Wyeth, 114; merger to result in 19K workforce reduction, 128; watchdog group urges FTC to consider effects on drug innovation, 359; EC to investigate, 541; EC clears subject to divestitures, 704; pharmacists challenge merger (N.D. Cal.), 814; challenge dismissed (N.D. Cal.), 973; consent order requires divestiture of animal health products, 973; pharmacists file amended complaint (N.D. Cal.), 997
– Pharmacy benefits management companies, Express Scripts to acquire WellPoint NestRx subsidiaries, 377; community pharmacist trade group files objection, 432
– Pharmexa/Affitech merger announced, 246
– Piramal Healthcare Limited to acquire Minrad International, 17
– PPD to acquire Merck's vaccine testing laboratory, 40
– Roche cash bid for Gentech called to low, 132; offer increased, merger announced, 243
– Sigma-Tau to acquire Enzon Pharmaceuticals, In Brief, 1084
– Skystar Biopharmaceutical, dilution of shareholder interest, pro se litigant sanctioned for pursuing frivolous claims (D. Conn.), 818
– Stiefel Laboratories, Glaxco merger, stock buy-back at undervalued price, suit charges failure to disclose planned sale (S.D. Fla.), 676
– Takeda Pharmaceuticals to acquire IDM Pharma, 523
– Warner Chilcott to acquire P&G drug business, 831; completed, 1084
– Watson Pharmaceuticals to acquire generic maker Arrow Group, 606; FTC requests information, 771
– Whistleblowers, Pfizer executive retaliatory discharge claim following qui tam suit fails to establish causal connection (S.D.N.Y.), 927
– Wyeth Pharmaceuticals acquires UK-based Thiakis, 17

PLANT CLOSINGS

– Shutdown benefits not ERISA-protected early retirement benefits, denial of benefits to ineligible employees upheld (W.D. Pa.), 34

PLEADINGS

– Securities fraud

– – Amendment of complaint, class actions, trial court has discretion to disallow (7th Cir.), 1000
– – Failure to disclose negotiations in face of ambiguous merger agreement inadequately pleads scienter (D. Conn.), 258; amended complaint claim for failure to disclose guarantee limit dismissed, 817
– – Knowing and reckless dissemination of false information, leave to replead scienter granted (4th Cir.), 753
– – Minority shareholders' claims of omissions in registration statement fail to meet Fed. R. Civ. P. Rule 9(b) pleading standards (9th Cir.), 74

PREMERGER NOTIFICATION

– Canada, Competition Bureau updates guidelines, 267; Industry Canada publishes draft regs., 375; businesses disappointed with second request requirement, 658; guidelines published, 907
– Horizontal mergers, ABA urges FTC and DOJ to update guidelines, 1072
– Japan, examination rules to be relaxed, 84
– Liberty Media CEO to pay penalty for reporting violations re Discovery Holding stock acquisition (D.D.C.), 617

PRESCRIPTION DRUGS

See PHARMACEUTICAL COMPANIES

PRINTING AND PUBLISHING

– Antitrust, newspaper industry seeks exemption, 386
– Bankruptcy, TallyGenicom files for Ch. 11 protection, 133

PRIVACY

– Antitrust issues, online privacy seen as ingredient, 463

PRIVATE EQUITY FUNDS

See INVESTMENTS

PRIVATE LETTER RULINGS (PLRs)

– §332-Complete liquidation of subsidiaries, 196
– §336-Gain or loss recognized on property distributed in complete liquidation, 197
– §351-Transfer to corporation controlled by transferor, 36
– §355-Distribution of stock and securities of controlled corporation, 81; 130
– §368-Definitions relating to corporate reorganizations, 92; 93
– §382-Limitation on net operating loss carryforwards and certain built-in losses following ownership change, 37
– §401-Qualified pension, profit-sharing, and stock bonus plans, 81

PRIVILEGED COMMUNICATIONS

– Attorney-client privilege

See ATTORNEYS

PROCEDURE

– Discovery, Lehman Bros. sale of broker-dealer subsidiary to Barclays, Lehman allowed to investigate sale (Bankr. S.D.N.Y.), 621; Lehman claims Barclays received $5B windfall profits, 868
– Exelon/NRG Energy hostile takeover

– – Director election, shareholders not entitled to expedited proceedings based on change in control triggering acceleration of debt (Del. Ch. Ct.), 361
– – Exelon gives up takeover bid, 708
– – NRG may not force disclosure of intent (S.D.N.Y.), 648

– Pleading

See PLEADINGS

– Post-merger financial data subject to disclosure (Del. Ch. Ct.), 361
– Securities fraud, pro se litigant sanctioned for pursuing frivolous claims (D. Conn.), 818
– Standing

See STANDING

– Tax shelter promotion, practitioner-client privilege not extended to written direct and indirect communications with corporate representatives and agents (7th Cir.), 624

PRODUCTION OF DOCUMENTS

– Books and records, investors seek to compel inspection over retention of directors contrary to shareholder vote (Del. Ch.), 392
– Post-merger financial data subject to disclosure (Del. Ch. Ct.), 361

PROXIES

– Anti-takeover defenses becoming less effective, Special Report, 966
– Hostile takeovers and investor activism increasing, 871
– Misleading solicitations, Private Securities Litigation Reform Act does not require state of mind for violation (7th Cir.), 283

PUBLIC UTILITIES

– Electricity

See ELECTRICITY

PUBLISHING

– Newspapers

See NEWSPAPERS