FTC, Hospitals Agree To Preliminary Injunction Halting Merger

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).

AMR Reorganization Plan Would Issue Stock In New Company To Satisfy Some Claims

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.).

AMF Bowling Seeks Approval Of $310M Loan With Credit Suisse, Merger With Bowlmor

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.).

FTC Entitled To TRO In Merger Case, Georgia Federal Judge Rules

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).

FTC Seeks Expedited Remand In Hospital Merger Case

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.).

Judge Won't Strike Expert Testimony In Sprint Nextel Merger Suit

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).

U.S. Trustee Opposes AMR, US Airways Merger; CEO's Bonus Violates Bankruptcy Law

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.).

2 Creditor Groups Support AMR, US Airways Merger

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.).

Judge Remands Reinsurance Dispute Because Of Service-Of-Suit Clauses

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.).

2nd Circuit Won't Reconsider Sirius XM Settlement Of Class Suit Over Merger

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.).

Pilots: Dispute Interferes With American Airlines Bankruptcy, US Airways Merger

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.).

Cornerstone Research Releases 2012 Merger And Acquisition Litigation Report

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.

Federal Judge Grants Stay In DOJ's Antitrust Suit Challenging Merger

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.).

U.S. Supreme Court: Hospital Merger Is Not Immune From Antitrust Scrutiny

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.).

Bankrupt American Airlines, US Airways To Merge, Form World's Largest Airline

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.

Michigan Federal Judge Dismisses As Untimely Antitrust Claims Related To Merger

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).

Catholic Health System Denied Medicare Payment For Depreciation After Merger

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).

Directors, Officers Say Breach Of Fiduciary Duty Claims Are Invalid

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.).

Panel Certifies Question Over Shareholder Derivative Suit To Delaware High Court

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).

Delaware High Court Affirms Class Rep In Suit Over Merger

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).

Judge: Merger Terms Didn't Include Tort Liabilities

PHILADELPHIA - The only reasonable reading of a merger agreement between two companies shields a defendant from successor liability for a woman's household asbestos exposure claims, a Washington federal judge held Dec. 27 (Lola Bouchard, et al. v. CBS Corp., et al., No. 11-458, W.D. Wash.; 2012 U.S. Dist. LEXIS 182836).

Directors And Officers Say Shareholder Failed To Show They Are Not Independent

WILMINGTON, Del. - Directors and officers of a company that merged with another company said in a Delaware court on Dec. 26 that a shareholder has failed to prove that the directors and officers were not independent and disinterested in their decision regarding the merger (In re Benihana Inc. Shareholders Litigation, No. 7567-VCL, Del. Chanc.).

2nd Circuit Upholds Sirius XM Settlement Of Class Suit Over Merger

NEW YORK - The Second Circuit U.S. Court of Appeals on Dec. 20 upheld 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., No. 11-3696, 2nd Cir.; 2012 U.S. App. LEXIS 25987).

High Court Hears Arguments On State-Action Doctrine In Hospital Merger Case

WASHINGTON, D.C. - The U.S. Supreme Court on Nov. 26 heard oral arguments regarding whether the state-action doctrine applied to immunize a merger between two Georgia hospitals from the Federal Trade Commission's challenge that the transaction substantially lessened competition or tended to create a monopoly (Federal Trade Commission v. Phoebe Putney Health System, Inc., et al., No. 11-1160, U.S. Sup.).

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US Airways Pilots Seek Information On Possible AMR, US Air Merger

NEW YORK - A group of pilots with US Airways Group Inc. on Nov. 16 moved in the U.S. Bankruptcy Court for the Southern District of New York for authorization to conduct discovery related to a proposed merger between US Airways and bankrupt AMR Corp., the parent company of American Airlines Inc. (In Re: AMR Corporation, No. 11-15463, Chapter 11, S.D. N.Y. Bkcy.). Subscribers may view the motion available within the full article.