NEW YORK - A New York appeals panel on Oct. 15 rejected a directors and officers liability insurer's reargument that a merger litigation and an adversary proceeding constitute one continuous claim, reaffirming that coverage for the adversary proceeding is not subject to a 2006-07 policy's insured versus insured (IVI) exclusion (American Casualty Company of Reading, P.A., et al. v. Morris Gelb, et al., No. 15335 653280/11, N.Y. Sup., App. Div., 1st Dept.; 2015 N.Y. App. Div. LEXIS 7590).
CINCINNATI - The Sixth Circuit U.S. Court of Appeals on Sept. 28 affirmed a district court's dismissal of claims asserted by property owners against a bank, finding that the Real Estate Settlement Procedures Act (RESPA) was not in effect at the relevant time and that the Home Affordable Mortgage Program (HAMP) does not impose a legal duty of care on lender (Roderick Ray, et al. v. U.S. Bank National Association, Successor Trustee to Bank of America, Successor by Merger to LaSalle Bank, N.A., No. 15-1241, 6th Cir.; 2015 U.S. App. LEXIS 17220).
PROVIDENCE, R.I. - Lead plaintiffs in a securities class action lawsuit on Sept. 14 asked a federal judge in Rhode Island to preliminarily approve a $48 million settlement with CVS Caremark Corp. and certain of its executive officers over alleged misrepresentations made regarding CVS's 2007 merger with Caremark Rx Inc. (Richard Medoff v. CVS Caremark Corp., et al., No. 09-0554, D. Rhode Island).
WASHINGTON, D.C. - The owner of two car dealerships that merged following the Chrysler bankruptcy needed to bargain with the union that represented the mechanics of the dealership that closed, the District of Columbia Circuit U.S. Court of Appeals ruled Aug. 4, enforcing a ruling by the National Labor Relations Board (Dodge of Naperville, Inc., et al. v. National Labor Relations Board, No. 12-1032, D.C. Cir.; 2015 U.S. App. LEXIS 13527).
NEW YORK - A New York appeals panel on June 4 rejected a directors and officers liability insurer's argument that a merger litigation and an adversary proceeding constitute one continuous claim, finding that coverage for the adversary proceeding is not subject to a 2006-2007 policy's insured versus insured (IVI) exclusion (American Casualty Company of Reading, P.A., et al., v. Morris Gelb, et al., No. 15335 653280/11, N.Y. Sup., App. Div., 1st Dept.; 2015 N.Y. App. Div. LEXIS 4643).
WASHINGTON, D.C. - The U.S. Federal Trade Commission on May 26 accepted the offer of Reynolds American Inc. to sell four of its brands to British cigarette manufacturer Imperial Tobacco Group to settle charges that its proposed merger with Lorillard Inc. would likely be anti-competitive (In the Matter of Reynolds American Inc. and Lorillard Inc., No. 141-0168, U.S. FTC).
MINNEAPOLIS - A Minnesota appeals panel on May 26 affirmed a trial court judge's decision to award summary judgment to a home builder accused of construction defects, finding that the judge did not err in finding that the plaintiff's breach of contract claim was barred by the doctrine of merger and that the defendants owed no duty to the plaintiff (Second Chance Investments LLC v. Sabri Properties LLC, et al., No. A14-1524, Minn. App.; 2015 Minn. App. Unpub. LEXIS 490).
WASHINGTON, D.C. - The U.S. Supreme Court on March 23 declined review of an 11th Circuit U.S. Court of Appeals ruling affirming a federal jury award in a merger agreement lawsuit that sought determination whether Section 10(b) of the Securities Exchange Act of 1934 requires a corporation to update prior truthful statements (Stiefel Laboratories Inc., et al. v. Timothy Finnerty, No. 14-687, U.S. Sup.).
CHARLOTTE, N.C. - Lead plaintiffs and defendants in a securities class action lawsuit have agreed to a settlement of $146.25 million on claims that the defendants misrepresented the post-merger role of a CEO in violation of federal securities laws, according to a stipulation of settlement filed March 10 in North Carolina federal court (Maurine Nieman, et al. v. Duke Energy Corp., et al., No. 12-0456, W.D. N.C.).
LOS ANGELES - A federal judge in California on Nov. 3 certified a class of investors in a securities class action lawsuit against a clothing company and others over a merger deal, ruling that the lead plaintiff in the action has met all statutory guidelines for class certification (In re Hot Topic Inc. Securities Litigation, No. 13-2939, C.D. Calif.; 2014 U.S. Dist. LEXIS 155544).
BROOKLYN, N.Y. - A federal judge in New York on July 14 dismissed a shareholder's federal securities law claim against a company alleged to have misrepresented certain information as part of a merger deal, ruling that the shareholder's claim is time-barred (Eli Bensinger, et al. v. Denbury Resources Inc., No. 10-1917, E.D. N.Y.; 2014 U.S. Dist. LEXIS 95494).
BOISE, Idaho - A federal judge in Idaho on June 25 granted a stay of the divestiture of a consummated merger between Idaho's largest health system and the state's largest independent, multispecialty physician group pending the Ninth Circuit U.S. Court of Appeal's ruling on the emergency motion for stay (Saint Alphonsus Medical Center - Nampa, Inc., et al. v. St. Luke's Health System, Ltd., No. 12-560, D. Idaho; Federal Trade Commission, et al. v. St. Luke's Health System, Ltd., et al., No. 13-116, D. Idaho).
NEW YORK - A federal judge in Florida on May 30 substantially denied defendants' motions to dismiss a securities class action lawsuit regarding the acquisition of a company, ruling that the shareholder that brought the suit has properly pleaded his claims and that the federal court has jurisdiction over the claims (Marvin Biver v. Nicholas Financial Inc., No. 14-250, M.D. Fla.; 2014 U.S. Dist. LEXIS 73933).
CINCINNATI - Claims that a producer of oxidates monopolized the domestic market for the product following its purchase of a competitor's product line in violation of federal and state antitrust laws were untimely filed, the Sixth Circuit U.S. Court of Appeals affirmed May 23, concluding that the producer's raising prices and enforcing a noncompete clause under the acquisition agreement were not new and independent acts that were unrelated to the merger and, therefore, did not retrigger the date from which the statute of limitations is measured (Z Technologies Corporation v. The Lubrizol Corporation, No. 13-1254, 6th Cir.; 2014 U.S. App. LEXIS 9597).
TOLEDO, Ohio - Shareholders told a federal court in Ohio on May 19 that certain of a company's directors and officers breached their fiduciary duty by making false and misleading statements regarding a proposed merger (In re Cooper Tire & Rubber Company, No. 14-cv-00428, N.D. Ohio).
BOSTON - A trial court did not err in excluding as unreliable expert testimony on loss causation on behalf of a class of plaintiff shareholders who allege that Credit Suisse Securities fraudulently withheld information from the market about the 2001 merger of America Online (AOL) and Time Warner, a First Circuit U.S. Court of Appeals panel held May 14 (Bricklayers and Trowel Trades International Pension Fund, et al. v. Credit Suisse Securities [USA] LLC, et al., No. 12-1750, 1st Cir.; 2014 U.S. App. LEXIS 8994).