NEW YORK - A group of airline customers on Aug. 6 filed an adversary complaint against bankrupt AMR Corp., the parent company of American Airlines Inc., in the U.S. Bankruptcy Court for the Southern District of New York, alleging that the proposed $11 billion merger of American Airlines and US Airways Group Inc. would be a violation of federal antitrust laws (Carolyn Fjord, et al. v. AMR Corporation $(In Re: AMR Corporation$), No. 11-15463, Chapter 11, S.D. N.Y. Bkcy.).
BRUSSELS, Belgium - The European Commission, a division of the European Union in charge of competition policy, on Aug. 5 announced that it had granted conditional approval to the proposed $11 billion merger between bankrupt American Airlines Inc. and US Airways.
NEW ORLEANS - A panel of the Fifth Circuit U.S. Court of Appeals on July 12 affirmed the denial of a request for a loss payment made by a Medicare provider following a merger, finding that the merger was not a bona fide sale as required by the Medicare statute (Memorial Hermann Hospital v. Kathleen Sebelius, secretary of the Department of Health and Human Services, No. 12-20654, 5th Cir.; 2013 U.S. App. LEXIS 14232).
PITTSBURGH - A federal judge in Pennsylvania on June 28 dismissed claims made by pharmacies and pharmacy trade groups that the consummated $29 billion merger of pharmaceutical benefit management (PBM) companies Express Scripts Inc. (ESI) and Medco Health Solutions Inc. gave the merged PBMs monopsony power as purchasers of retail community pharmacy services in state markets (National Association of Chain Drug Stores, et al. v. Express Scripts, Inc., et al., No. 2:12-cv-00395-CB, W.D. Pa.; 2013 U.S. Dist. LEXIS 90763).
TRENTON, N.J. - An engineering company defending claims that it was negligent and breached express and implied warranties when designing precast panels for use in the construction of an ultraviolet water disinfection facility in Valhalla, N.Y., can have access to a report containing the results of an investigation into the cause of the formation of cracks on the panels, a federal magistrate judge in New Jersey ruled June 18, but he denied the company's request for subsequent reports, finding that they were prepared in anticipation of litigation (JPC Merger Sub LLC v. Baker Engineering and Risk Consultants Inc., No. 12-2825, D. N.J.; 2013 U.S. Dist. LEXIS 84979).
ALBANY, Ga. - A federal judge in Georgia on June 5 approved the terms of a preliminary injunction agreed to by the Federal Trade Commission and Putney Health System Inc., enjoining the further integration of Georgia hospitals (Federal Trade Commission, et al. v. Phoebe Putney Health System Inc., et al., No. 1:11-cv-58, M.D. Ga.; 2013 U.S. Dist. LEXIS 68658).
NEW YORK - Bankrupt AMR Corp., the parent company of American Airlines Inc., on June 5 filed a declaration supporting its amended Chapter 11 reorganization plan that calls for the full satisfaction of general unsecured guaranteed claims by issuing new common stock in the company formed by the merger of American Airlines with US Airways Inc. (In Re: AMR Corp., No. 11-15463, Chapter 11, S.D. N.Y. Bkcy.).
RICHMOND, Va. - Bankrupt AMF Bowling Worldwide Inc. on May 18 moved in the U.S. Bankruptcy Court for the Eastern District of Virginia for authorization to enter a credit agreement with Credit Suisse Securities LLC with a total value of $310 million that would also merge the company with Bowlmor, an independent operator of bowling centers (In Re: AMF Bowling Worldwide Inc., No. 12-36495, Chapter 11, E.D .Va. Bkcy.).
ALBANY, Ga. - A federal judge in Georgia on May 15 granted the Federal Trade Commission's motion to temporarily enjoin Phoebe Putney Health System Inc. from taking any further steps to consolidate Georgia hospitals and from making any price changes to existing contracts following the U.S. Supreme Court's recent ruling that the state-action doctrine does not immunize the merger from antitrust scrutiny (Federal Trade Commission, et al. v. Phoebe Putney Health System Inc., et al., No. 1:11-cv-58, M.D. Ga.; 2013 U.S. Dist. LEXIS 68658).
ATLANTA - The Federal Trade Commission on April 18 asked the 11th Circuit U.S. Court of Appeals to issue an expedited order remanding its challenge to the merger between Georgia hospitals following the U.S. Supreme Court's recent ruling that the state-action doctrine does not immunize the merger from antitrust scrutiny (Federal Trade Commission v. Phoebe Putney Health System, Inc., et al., No. 11-12906, 11th Cir.).
KANSAS CITY, Kan. - Although an attempt by lead plaintiffs in a securities class action lawsuit to file expert testimony in a reply brief "constitutes new evidence," striking the testimony "would improperly inhibit a determination of market efficiency on the merits," a federal judge in Kansas ruled in an opinion made available March 27 (Cora E. Bennett v. Sprint Nextel Corp., et al., No. 09-2122, D. Kan.; 2013 U.S. Dist. LEXIS 41161).
NEW YORK - The U.S. trustee in the Chapter 11 bankruptcy of AMR Corp., the parent company of American Airlines Inc., on March 25 filed a sur-reply brief in the U.S. Bankruptcy Court for the Southern District of New York objecting to the proposed $11 billion merger of AMR and US Airways Group Inc. (In Re: AMR Corporation, No. 11-15463, Chapter 11, S.D. N.Y. Bkcy.).
NEW YORK - Two committees in the Chapter 11 bankruptcy of AMR Corp., the parent company of American Airlines Inc., on March 22 filed statements in the U.S. Bankruptcy Court for the Southern District of New York approving the merger of American Airlines and US Airways Group Inc. (In Re: AMR Corporation, No. 11-15463, Chapter 11, S.D. N.Y. Bkcy.).
NEW YORK - A federal judge in New York on March 11 granted an insurer's motion to remand an asbestos-related reinsurance dispute to state court, holding that the service-of-suit clauses in three of six reinsurance agreements at issue amount to a waiver of the reinsurer's right to remove the case to federal court (The Insurance Company of the State of Pennsylvania v. TIG Insurance Company $(as successor by merger to International Surplus Lines Insurance Company$), No. 12-cv-06651, S.D. N.Y.).
NEW YORK - The Second Circuit U.S. Court of Appeals on March 5 denied objectors' petitions for panel rehearing and rehearing en banc of the court's Dec. 20 order upholding the approval of a settlement of a class suit accusing Sirius XM Radio Inc. of various violations in connection with the 2008 merger of the only two providers of satellite radio, XM and Sirius (Carl Blessing, et al. v. Sirius XM Radio Inc., Nos. 11-3696, 11-3729, 11-3834, 11-3883, 11-3908, 11-3910, 11-3916, 11-3965, 11-3970, 11-3972, 2nd Cir.).
NEW YORK - A group of pilots for US Airways Group Inc. on March 6 filed an adversary complaint in the Chapter 11 bankruptcy proceeding of AMR Corp., contending that another group of pilots should not be permitted to file a lawsuit in bankruptcy court pertaining to claims that were part of a lawsuit filed prior to the bankruptcy petition because any such lawsuit would interfere with the bankruptcy and the planned merger of American Airlines Inc. and US Airways (US Airline Pilots Association v. Leonidas LLC $(In Re: AMR Corporation$), No. 11-15463, Chapter 11, S.D. N.Y. Bkcy.).
BOSTON - Shareholders challenged 93 percent of all merger and acquisition (M&A) transactions that were valued over $100 million and 96 percent of all transactions valued over $500 million in 2012, according to a report released by Cornerstone Research on Feb. 27.
WASHINGTON, D.C. - A federal judge in the District of Columbia on Feb. 22 granted a stay of the U.S. Department of Justice's action alleging that Anheuser-Busch InBEV SA/NV's (ABI) proposed acquisition of the remainder of Grupo Modelo that it does not own would substantially lessen competition in the market for beer in the United States (United States of America v. Anheuser-Busch InBEV SA/NV, et al., No. 13:127, D. D.C.).
WASHINGTON, D.C. - The U.S. Supreme Court on Feb. 19 ruled that the state-action doctrine does not immunize the merger between two Georgia hospitals from the Federal Trade Commission's challenge that the transaction substantially lessened competition in the market for hospital services or tended to create a monopoly because Georgia did not clearly articulate and affirmatively express a policy allowing hospital authorities to make acquisitions that substantially lessen competition (Federal Trade Commission v. Phoebe Putney Health System, Inc., et al., No. 11-1160, U.S. Sup.).
FORT WORTH, Texas - Bankrupt AMR Corp., the parent company of American Airlines Inc., announced Feb. 14 that the boards of directors for AMR Corp. and U.S. Airways Group Inc. have approved a merger forming the world's largest airline, which will have an equity value of $11 billion. The deal, announced in a press release issued by AMR, must be approved by the U.S. Bankruptcy Court for the Southern District of New York.
DETROIT - Claims that a producer of oxidates monopolized the domestic market for oxidates following its purchase of a competitor's product line in violation of federal and state antitrust laws were untimely filed, a federal judge in Michigan ruled Feb. 5, concluding that price increases were not "independent" "acts that were unrelated to the merger" (Z Technologies Corporation v. The Lubrizol Corporation, No. 12-12206, E.D. Mich.; 2013 U.S. Dist. LEXIS 15125).
WASHINGTON, D.C. - A judge in the U.S. District Court for the District of Columbia affirmed an administrative ruling by the U.S. Department of Health and Human Services (HHS) denying depreciation reimbursement under the Medicare program to a Catholic health care system after a merger with two other Catholic-related hospitals, saying the merger was not a bona fide sale because the hospitals were not given proper consideration for their assets in exchange for their debts (Catholic Healthcare West v. Kathleen Sebelius, in her official capacity as Secretary of Health and Human Services, No. 11-459, D. D.C.; 2013 U.S. Dist. LEXIS 11320).
BOSTON - Directors and officers of a company said in a Massachusetts federal court on Jan. 25 that they did not receive a special benefit as a result of the merger of their company with another company (In re PHC, Inc. Shareholder Litigation, No. 11-cv-11049, D. Mass.).
SAN FRANCISCO - A Ninth Circuit U.S. Court of Appeals panel certified a question to the Delaware Supreme Court on Jan. 10, asking whether the fraud exception to the continuous ownership standard for maintaining a shareholder derivative lawsuit applies in a case where a merger was not merely designed to end the shareholders' derivative standing (Arkansas Teacher Retirement System, et al. v. Angelo R. Mozilo, et al., No. 10-56340, 9th Cir.; 2013 U.S. App. LEXIS 619).
DOVER, Del. - The Delaware Court of Chancery did not abuse its discretion when it certified New Orleans Employees' Retirement System (NOERS) as class representative in an action challenging the acquisition of Celera Corp. by Quest Diagnostics Inc., despite the fact that NOERS sold its stock before the completion of the merger, the Delaware Supreme Court ruled Dec. 27 (In Re Celera Corporation Shareholder Litigation, No. 212, 2012, Del. Sup.; 2012 Del. LEXIS 658).