LexisNexis® Legal Newsroom
Mealey's Securities/D&O Liability - Shareholders Seek To Halt Proposed Vote On Ruby Tuesday Acquisition Deal

KNOXVILLE, Tenn. - Ruby Tuesday Inc. shareholders filed three related securities class action lawsuits in Tennessee federal court between Nov. 13 and Nov. 14, seeking to halt a proposed merger deal in which Ruby Tuesday would be acquired, arguing that the company, its CEO and board of directors and others failed to properly provide shareholders with information necessary to conduct a vote on the proposed deal in violation of federal securities law (Jonathan Raul v. Ruby Tuesday Inc., et al., No. 17-494; Larry Patterson v. Ruby Tuesday Inc., No. 17-495; and David Breslau v. Ruby Tuesday Inc., et al., No. 17-496, E.D. Tenn.).

Mealey's Insurance - Farming Co-Op Argues Benefits Of Paying To Members Premium Rebates In Reinsurance Years

CINCINNATI - Explaining the financial benefits of an agricultural cooperative to members, a farming cooperative argues in a Nov. 6 reply brief to the Sixth Circuit U.S. Court of Appeals that it did not lose status as an entity approved to make premium-rebate payments for 2005, 2006 or 2007 reinsurance years after its merger with a nongrandfathered cooperative (Sunrise Cooperative Inc. v. U.S. Department of Agriculture, et al., No. 17-3807, 6th Cir.).

Mealey's PI/Product Liability - Test Device Maker Alere Pays $48M To Settle 2 Federal Cases Ahead Of Abbott Merger

WALTHAM, Mass. - Diagnostic device maker Alere Inc. on Sept. 28 announced two federal settlements totaling about $48 million, just six days ahead of its $5.3 billion acquisition by Abbott Laboratories.

Mealey's Banking & Finance - Judge: Bank Has Right To Reimbursement From Insurer For Post-Merger Defense Costs

NEWARK, N.J. - A New Jersey federal judge on Sept. 18 found that a bank involved in a corporate merger has a right to reimbursement under a directors and officers liability insurance policy for its post-merger defense costs vis-a-vis the independent directors involved in a shareholder class action (BCB Bancorp, Inc., et al. v. Progressive Casualty Insurance Co., et al., No. 13-1261, D. N.J., 2017 U.S. Dist. LEXIS 151415).

Mealey's Insurance - Judge: Bank Has Right To Reimbursement From Insurer For Post-Merger Defense Costs

NEWARK, N.J. - A New Jersey federal judge on Sept. 18 found that a bank involved in a corporate merger has a right to reimbursement under a directors and officers liability insurance policy for its post-merger defense costs vis-a-vis the independent directors involved in a shareholder class action (BCB Bancorp, Inc., et al. v. Progressive Casualty Insurance Co., et al., No. 13-1261, D. N.J., 2017 U.S. Dist. LEXIS 151415).

Mealey's Insurance - Farming Co-op Appeals Ruling Over Payment Of Premium Rebates In Reinsurance Years

CINCINNATI - A farming cooperative on Aug. 2 appealed to the Sixth Circuit U.S. Court of Appeals a ruling that after a merger with a nongrandfathered cooperative, it lost its status as an entity approved to make premium-rebate payments for 2005, 2006 or 2007 reinsurance years (Sunrise Cooperative Inc. v. U.S. Department of Agriculture, et al., No. N/a, 6th Cir.).

Mealey's Securities/D&O Liability - 5th Circuit: No Jurisdiction Over Untimely Objection To Class Settlement

NEW ORLEANS - A Fifth Circuit U.S. Court of Appeals panel on July 17 ruled that it lacked appellate jurisdiction over a class member's untimely objection to a settlement resolving a merger dispute where class members receive only additional disclosures, confirmatory discovery and attorney fees (Lawrence G. Farber v. Crestwood Midstream Partners L.P., et al. v. David G. Duggan, Isaac Aron, et al. v. Crestwood Midstream Partners L.P., et al. v. David G. Duggan, No. 16-20742, 5th Cir., 2017 U.S. App. LEXIS 12765).

Mealey's Litigation Procedure - 5th Circuit: No Jurisdiction Over Untimely Objection To Class Settlement

NEW ORLEANS - A Fifth Circuit U.S. Court of Appeals panel on July 17 ruled that it lacked appellate jurisdiction over a class member's untimely objection to a settlement resolving a merger dispute where class members receive only additional disclosures, confirmatory discovery and attorney fees (Lawrence G. Farber v. Crestwood Midstream Partners L.P., et al. v. David G. Duggan, Isaac Aron, et al. v. Crestwood Midstream Partners L.P., et al. v. David G. Duggan, No. 16-20742, 5th Cir., 2017 U.S. App. LEXIS 12765).

Mealey's Securities/D&O Liability - Panera Bread Investor Sues Company, Board Over Proposed Merger Deal

WILMINGTON, Del. - A shareholder sued restaurant chain Panera Bread Co. and its board of directors in Delaware federal court on June 7, alleging that the defendants issued a proxy statement in connection with a proposed merger deal that contains information insufficient for shareholders to properly consider the proposed deal in violation of federal securities laws (Lawrence Phillips v. Panera Bread Co., et al., No. 17-0697, D. Del.).

Mealey's Insurance - Judge: Fact Issues Preclude Summary Judgment In Fax Blast Coverage Dispute

TAMPA, Fla. - A Florida federal judge on June 5 denied a commercial general liability insurer's motion for summary judgment in its declaratory judgment lawsuit disputing coverage for an underlying $2,139,000 judgment against it insured for sending 4,278 unsolicited facsimile transmissions (Zurich American Insurance Co., as successor by merger to Maryland Casualty Co. v. European Tile And Floors, Inc., et al., No. 16-729, M.D. Fla., 2017 U.S. Dist. LEXIS 85380).

Mealey's Insurance - Judge: Farming Co-op May Not Pay Premium Rebates In Reinsurance Years

TOLEDO, Ohio - After a merger with a non-grandfathered cooperative, a farming cooperative lost its status as an entity approved to make premium-rebate payments for 2005, 2006 or 2007 reinsurance years, an Ohio federal judge ruled June 6 (Sunrise Cooperative Inc. v. U.S. Department of Agriculture, et al., No. 16CV1297, N.D. Ohio, 2017 U.S. Dist. LEXIS 86696).

Mealey's Litigation Procedure - Investor Failed To Cure Pleading Issues In LeapFrog Securities Suit, Judge Rules

SAN FRANCISCO - An investor failed to plead falsity or scienter in alleging that LeapFrog Enterprises Inc. and members of its board of directors misrepresented the company's business and financial condition in documents released as part of a proposed merger deal, a federal judge in California ruled May 9 in granting the defendants' motion to dismiss a second amended complaint without leave to amend (Pete J. Manger v. LeapFrog Enterprises Inc., et al., No. 16-1161, N.D. Calif.; 2017 U.S. Dist. LEXIS 70893).

Mealey's Securities/D&O Liability - Investor Failed To Cure Pleading Issues In LeapFrog Securities Suit, Judge Rules

SAN FRANCISCO - An investor failed to plead falsity or scienter in alleging that LeapFrog Enterprises Inc. and members of its board of directors misrepresented the company's business and financial condition in documents released as part of a proposed merger deal, a federal judge in California ruled May 9 in granting the defendants' motion to dismiss a second amended complaint without leave to amend (Pete J. Manger v. LeapFrog Enterprises Inc., et al., No. 16-1161, N.D. Calif.; 2017 U.S. Dist. LEXIS 70893).

Mealey's PI/Product Liability - Drug Company Hit With Shareholder Suit Over Proposed Merger Deal

BOSTON - A pharmaceutical company and its board of directors issued a proxy statement in connection with a proposed merger deal that contained several misrepresentations and omitted important facts surrounding the proposed transaction in violation of federal securities laws, an investor argues in an April 11 securities class action complaint filed in Massachusetts federal court (Stephen Bushansky v. Tokai Pharmaceuticals Inc., et al., No. 17-10621, D. Mass.).

Mealey's Litigation Procedure - Drug Company Hit With Shareholder Suit Over Proposed Merger Deal

BOSTON - A pharmaceutical company and its board of directors issued a proxy statement in connection with a proposed merger deal that contained several misrepresentations and omitted important facts surrounding the proposed transaction in violation of federal securities laws, an investor argues in an April 11 securities class action complaint filed in Massachusetts federal court (Stephen Bushansky v. Tokai Pharmaceuticals Inc., et al., No. 17-10621, D. Mass.).

Mealey's Securities/D&O Liability - Drug Company Hit With Shareholder Suit Over Proposed Merger Deal

BOSTON - A pharmaceutical company and its board of directors issued a proxy statement in connection with a proposed merger deal that contained several misrepresentations and omitted important facts surrounding the proposed transaction in violation of federal securities laws, an investor argues in an April 11 securities class action complaint filed in Massachusetts federal court (Stephen Bushansky v. Tokai Pharmaceuticals Inc., et al., No. 17-10621, D. Mass.).

Mealey's Litigation Procedure - Preliminary Approval Of $100M Settlement In Halliburton Securities Suit Granted

DALLAS - A Texas federal judge on March 31 granted preliminary approval of a $100 million securities class action settlement between investors and Halliburton Co. and its CEO who were alleged to have issued certain misrepresentations regarding the company's asbestos litigation liability, its financial condition and the benefits of a merger deal in violation of federal securities laws (The Erica P. John Fund Inc. v. Halliburton Co., et al., No. 02-1152, N.D. Texas).

Mealey's Securities/D&O Liability - Preliminary Approval Of $100M Settlement In Halliburton Securities Suit Granted

DALLAS - A Texas federal judge on March 31 granted preliminary approval of a $100 million securities class action settlement between investors and Halliburton Co. and its CEO who were alleged to have issued certain misrepresentations regarding the company's asbestos litigation liability, its financial condition and the benefits of a merger deal in violation of federal securities laws (The Erica P. John Fund Inc. v. Halliburton Co., et al., No. 02-1152, N.D. Texas).

Mealey's Securities/D&O Liability - Shareholder's Securities Law Claim Sufficiently Pleaded, Judge Rules

WILMINGTON, Del. - Defendants in a securities class action lawsuit over a proposed merger deal have failed to show that a shareholder did not provide sufficient evidence to support his claims that the defendants issued a series of misrepresentations and omissions in a proxy and registration statement for the deal in violation of federal securities laws, a federal judge in Delaware ruled March 13 in denying the defendants' motion to dismiss (Robert Hurwitz v. LRR Energy LP, et al., No. 15-711, D. Del., 2017 U.S. Dist. LEXIS 35108).

Mealey's PI/Product Liability - Justice Finds No Evidence Of Continuity Of Ownership, Grants Judgment

NEW YORK - Despite the potential unfairness given the facts of a case, asbestos plaintiffs must demonstrate a continuity of ownership to show that an asset purchase constituted a de facto merger until a New York appellate court changes the standard, a New York justice held Feb. 15 in granting summary judgment (Ivette Montanez and Peter Montanez v. American Honda Motors Co. Inc., et al., No. 190409/2014, N.Y. Sup., New York Co., 2017 N.Y. Misc. LEXIS 493).

Mealey's Toxic Tort/Environmental - Justice Finds No Evidence Of Continuity Of Ownership, Grants Judgment

NEW YORK - Despite the potential unfairness given the facts of a case, asbestos plaintiffs must demonstrate a continuity of ownership to show that an asset purchase constituted a de facto merger until a New York appellate court changes the standard, a New York justice held Feb. 15 in granting summary judgment (Ivette Montanez and Peter Montanez v. American Honda Motors Co. Inc., et al., No. 190409/2014, N.Y. Sup., New York Co., 2017 N.Y. Misc. LEXIS 493).

Mealey's Bankruptcy - Garlock Affiliate Files For Bankruptcy; Cases To Be Administered Jointly

CHARLOTTE, N.C. - A North Carolina federal bankruptcy judge on Feb. 3 added three asbestos claimants from the new Chapter 11 case of Garlock Sealing Technologies LLC affiliate OldCo LLC to the claimants committee in Garlock's case after agreeing that the cases should be jointly administered (In re: Garlock Sealing Technologies, LLC, et al., No. 10-31607, In re: OldCo, LLC, successor by merger to Coltec Industries Inc., No. 17-30140, W.D. N.C. Bkcy.).

Mealey's Litigation Procedure - Alleged Misstatements Contained Required Cautionary Language, Judge Rules

HOUSTON - A federal judge in Texas on Oct. 21 ruled that dismissal of an amended complaint in a securities class action lawsuit against parties to a merger deal is proper because lead plaintiffs failed to show that alleged misrepresentations and omissions made by the parties regarding debt and future distributions issues were not publicly available and did not contain the required cautionary language (Irving Braun, et al. v. Eagle Rock Energy Partners, LP, et al., No. 15-1470, S.D. Texas; 2016 U.S. Dist. LEXIS 146035).

Mealey's Securities/D&O Liability - Alleged Misstatements Contained Required Cautionary Language, Judge Rules

HOUSTON - A federal judge in Texas on Oct. 21 ruled that dismissal of an amended complaint in a securities class action lawsuit against parties to a merger deal is proper because lead plaintiffs failed to show that alleged misrepresentations and omissions made by the parties regarding debt and future distributions issues were not publicly available and did not contain the required cautionary language (Irving Braun, et al. v. Eagle Rock Energy Partners, LP, et al., No. 15-1470, S.D. Texas; 2016 U.S. Dist. LEXIS 146035).

Mealey's Labor & Employment - U.S. High Court Denies Petition For Cert In Airline Seniority Appeal

WASHINGTON, D.C. - The U.S. Supreme Court on Oct. 11 denied a request by flight attendants to rule on employee seniority disputes following the merger of two airlines, leaving in place a decision by the Second Circuit U.S. Court of Appeals that upheld dismissal of a complaint filed by former Trans World Airlines (TWA) flight attendants who claimed that they were improperly bumped to the bottom of the seniority list for the second time after American Airlines and U.S. Airways merged (Flight Attendants in Reunion, et al. v. American Airlines, Inc., et al., No. 16-256, U.S. Sup.; 2016 U.S. LEXIS 6209).