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).
WASHINGTON, D.C. - The federal judge in the U.S. District Court for the District of Columbia presiding over the antitrust lawsuit filed by the U.S. Department of Justice (DOJ) against U.S. Airways Group Inc. opposing its proposed merger with American Airlines Inc. on April 25 ruled that the merger was "in the public interest" (United States of America v. U.S. Airways Group Inc., et al., No. 13-1236, D. D.C.).
WILMINGTON, Del. - A shareholder claimed in a federal court in Delaware on April 17 that certain of a company's directors and officers breached their fiduciary duties by disseminating false and misleading information regarding a proposed merger that failed to come to fruition (Jim Fitzgerald v. Roy Armes, et al., No. 14-cv-00479, D. Del.).
NEW YORK - New Jersey law allowing dissolved corporations to "sue and be sued" clearly permits asbestos actions naming Liberty Mutual Insurance Co. as the insurer of the dissolved Jenkins Brothers, a New York appeals court held April 17 (In re New York City Asbestos Litigation; Robert Germain Sr. v. A.O. Smith Water Products Co., et al., Liberty Mutual Insurance Co., Daniel E. Valensi, etc. v. Air & Liquid Systems Corp., as successor by merger to Buffalo Pumps, Inc., et al., Liberty Mutual Insurance Co., Vashtee Antle, etc. v. A.O. Smith Water Products Co., et al., Liberty Mutual Insurance Co., Janeed Khan v. 3M Co., individually and as successor to Minnesota Mining and Manufacturing Co., et al., Liberty Mutual Insurance Co., Laurence Cunningham, et al. v. 3M Co., etc., et al., Liberty Mutual Insurance Co., No. 12249, N.Y. Sup., App. Div., 1st Dept.; 2014 N.Y. App. Div. LEXIS 2623).
WASHINGTON, D.C. - A District of Columbia Circuit U.S. Court of Appeals panel on April 11 affirmed a district court's decision affirming 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. 13-5090, D.C. Cir.; 2014 U.S. App. LEXIS 6662).
WASHINGTON, D.C. - The U.S. Department of Justice (DOJ) on March 10 filed a brief in the U.S. District Court for the District of Columbia responding to the public comments on the proposed final judgment and concluding that the proposed settlement of the merger of US Airways Group and American Airlines Inc. should proceed because it is in the public interest (United States of America v. US Airways Group Inc., et al., No. 13-01236, D. D.C.).
NEW YORK - In a ruling made available on Feb. 26, a federal judge in New York dismissed federal securities law claims against an auditor for a Chinese company, ruling that claims that the auditor engaged in an illegal reverse merger scheme failed because the lead plaintiff did not properly plead scienter (Bhushan Athale v. SinoTech Energy Limited, et al., No. 11-5831, S.D. N.Y.; 2014 U.S. Dist. LEXIS 22996).
NEW YORK - Carolyn Fjord, who represents a class of plaintiffs who opposed the merger of bankrupt American Airlines Inc. and US Airways Group Inc. by filing an adversary complaint in the bankruptcy of American Airlines' parent company, AMR Corp., on Feb. 7 filed a brief in the U.S. Bankruptcy Court for the Southern District of New York, arguing that she should be permitted to file an amended complaint (Carolyn Fjord, et al. v. AMR Corporation, et al. [In Re: AMR Corporation], No. 11-15463, Adv. No. 13-01392, Chapter 11, S.D. N.Y. Bkcy.).
SAN FRANCISCO - Direct purchasers of airline tickets who alleged that the merger between Southwest Airlines Co. and AirTran Holdings Inc. violated antitrust law are not entitled to a divestiture order, the Ninth Circuit U.S. Court of Appeals affirmed Feb. 4 in an unpublished opinion (Wayne Taleff, et al. v. Southwest Airlines Co., et al., No. 11-17995, 9th Cir.; 2014 U.S. App. LEXIS 2121).
CHARLOTTESVILLE, Va. - A community bank and one of its shareholders agreed on Feb. 4 to settle claims filed in Virginia federal court that the bank and others breached their fiduciary duty in negotiating a merger deal with another community bank in violation of federal securities law (Jacklyn Crescente v. StellarOne Corp., et al., No. 10-0021, W.D. Va.).
BOISE, Idaho - A federal judge in Idaho on Jan. 24 ordered the divestiture of a consummated merger between Idaho's largest health system and the state's largest independent, multispecialty physician group, finding that the acquisition was anticompetitive (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; 2014 U.S. Dist. LEXIS 9264).