LexisNexis® Legal Newsroom
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).

Mealey's Litigation Procedure - Judge Appoints Retirement System As Lead Plaintiff In Merger Deal Securities Suit

DETROIT - A federal judge in Michigan on Sept. 14 granted a shareholder's motion for appointment of lead plaintiff and lead counsel in a securities class action lawsuit, ruling that the shareholder has met all statutory requirements to serve in those roles (Livonia Employees' Retirement System v. Talmer Bancorp Inc., et al., No. 16-12229, E.D. Mich.; 2016 U.S. Dist. LEXIS 124417).

Mealey's Securities/D&O Liability - Judge Appoints Retirement System As Lead Plaintiff In Merger Deal Securities Suit

DETROIT - A federal judge in Michigan on Sept. 14 granted a shareholder's motion for appointment of lead plaintiff and lead counsel in a securities class action lawsuit, ruling that the shareholder has met all statutory requirements to serve in those roles (Livonia Employees' Retirement System v. Talmer Bancorp Inc., et al., No. 16-12229, E.D. Mich.; 2016 U.S. Dist. LEXIS 124417).

Mealey's Securities/D&O Liability - Judge: Tipper Breached Her Fiduciary Duty To Employer In Insider Trading Suit

BOSTON - The Securities and Exchange Commission has properly alleged that a day trader's tipper in an insider trading lawsuit breached her fiduciary duty to her employer in providing inside information regarding a merger deal, a federal judge in Massachusetts ruled in a July 12 opinion (Securities and Exchange Commission v. Vlad B. Spivak, et al., No. 15-13704, D. Mass.).

Mealey's Banking & Finance - 10th Circuit Upholds Bankruptcy Court's Finding That Mortgage Is Enforceable

DENVER - The 10th Circuit U.S. Court of Appeals on June 3 affirmed a bankruptcy court's decision that a mortgage and assignments were enforceable (In re: Ralph Gifford, et al. v. Bank of America, N.A., successor by merger to BAC Homes Loans Servicing L.P., No. 15-8097, 10th Cir.; 2016 U.S. App. LEXIS 10174).

Mealey's PI/Product Liability - Texas Appeals Court: Settlement Did Not Result In Merger Of Subcontracts

WACO, Texas - A settlement agreement that resolved a payment dispute between a general contractor that was hired to construct a housing complex on Sam Houston State University's (SHSU) campus and the subcontractor that installed the heating, ventilation and air conditioning (HVAC) system did not result in a merger of the indemnity clause between the parties' subcontracts, a Texas appellate panel ruled April 28 in reversing the subcontractor's summary judgment award (Capstone Building Corporation v. IES Commercial Inc., No. 10-15-00182-CV, Texas App., 10th Dist.; 2016 Texas App. LEXIS 4449).

Mealey's PI/Product Liability - Abbott, St. Jude Announce $25B Merger Of Cardiovascular Medical Device Businesses

Cardiovascular medical device makers Abbott Laboratories and St. Jude Medical Inc. announced April 28 that they have agreed to a $25 billion merger.

Mealey's Toxic Tort/Environmental - Plaintiffs In C8 Case Seek DuPont's Financial Information Related To Dow Merger

COLUMBUS, Ohio - The Ohio residents who are suing E.I. du Pont De Nemours and Co. alleging that they have been injured as a result of exposure to perfluorooctanoic acid (known as C8) filed a brief in an Ohio federal court on April 27, contending that it should compel the company to provide "relevant and discoverable financial information" related to a company that DuPont spun off, as well as related to its merger with Dow Chemical Co. (In re E.I. du Pont de Nemours and Co. C-8 Personal Injury Litigation, MDL No. 2433, No. 13-2433, S.D. Ohio).

Mealey's PI/Product Liability - Pfizer, Allergan Call Off Merger After 'Inversion' Tax Rule Change

NEW YORK - Pfizer Inc. on April 6 said it and Allergan PLC have agreed to terminate their November merger agreement "as a result of the occurrence of an adverse tax law change," according to a Form 8-K filed with the U.S. Securities and Exchange Commission.

Mealey's Toxic Tort/Environmental - Florida Panel Reverses $3.8 Million Verdict For Improper Closing Arguments

WEST PALM BEACH, Fla. - A Florida appellate panel on March 23 reversed a $3.8 million verdict for the plaintiff in a tobacco case and ordered a new trial after finding that the plaintiff's attorneys made improper comments to the jury during closing arguments (R.J. Reynolds Tobacco Co., as successor by merger to Lorillard Tobacco Company v. Kathleen Gafney, as Personal Representative of the estate of Frank Eugene Gafney. No. 4D13-4358. Fla. App., 4th Dist.; 2016 Fla. App. LEXIS 4520).

Mealey's Securities/D&O Liability - Vivendi To Pay $775M To Settle Securities Suit Over USA Networks Acquisition

NEW YORK - Vivendi Universal S.A. has agreed to pay $775 million to Liberty Media Corp. to settle claims that Vivendi misrepresented its dire financial condition in order to push through a proposed merger deal with Liberty Media in violation of federal securities law, according to a press release issued Feb. 26 (Liberty Media Corp., et al. v. Vivendi Universal S.A., et al., No. 03-2175, S.D. N.Y.).

Mealey's Insurance - Shareholder Seeks To Halt Merger Deal Until Details Of Plan Are Discussed

SAN FRANCISCO - A shareholder filed a securities class action complaint in California federal court on Feb. 18, seeking to halt a company's proposed merger until the details of the merger plan are disseminated to stockholders as a result of the defendants' alleged misstatements made in the merger plan documents (Brent Talbert v. Mattson Technology Inc., et al., No. 16-0811, N.D. Calif.).