WASHINGTON, D.C. - AT&T Inc. and Time Warner Inc. were denied discovery of certain privilege logs listing governmental communications over their proposed merger from the U.S. Department of Justice (DOJ) on Feb. 20, when a District of Columbia federal judge found that the companies failed to establish evidence of the DOJ's selective enforcement of antitrust claims against them to justify such discovery (United States v. AT&T Inc., et al., No. 1:17-cv-02511, D. D.C., 2018 U.S. Dist. LEXIS 27004).
NEW HAVEN, Conn. - A shareholder filed a securities class action complaint against insurance provider Aetna Inc. and its board of directors on Feb. 5 in Connecticut federal court, seeking to halt the company's proposed merger deal with CVS Health Corp. until shareholders are provided with information necessary to make a well-informed decision in connection with the proposed transaction (Joel Rosenfeld v. Aetna Inc., et al., No. 18-0213, D. Conn.).
BOSTON - Federal merger and acquisition (M&A) transaction securities class action lawsuit filings more than doubled in 2017 helping the total number of filings for the year to reach record numbers for the second straight year - the most since the Private Securities Litigation Reform Act of 1995 (PSLRA), 15 U.S.C. 78u-4, was enacted, according to an annual report released by economic and financial consulting firm Cornerstone Research and the Stanford Law School Securities Class Action Clearinghouse on Jan. 30.
NEW YORK - Federal securities class action lawsuit filings reached record numbers in 2017, thanks in large part to the nearly 200 filed federal merger-objection suits, equating to a 44 percent increase over 2016 and a third straight year of securities class action filing growth, according to a report released on Jan. 29 by securities, finance and commerce economic consultant NERA Economic Consulting.
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.).
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.).
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.
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).
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.).
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).
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.).
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).
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).
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).
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.).
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).