Deals & Corporate Governance
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April 18, 2024
Investor Says Healthcare REIT Ties Undercut Lease Terms
An activist investor on Thursday urged shareholders to vote against two of National Health Investors Inc.'s incumbent board members at an annual meeting in May, alleging that conflicts of interest between directors on the board and the company's largest tenant are harming the real estate investment trust.
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April 18, 2024
23andMe Taps Dechert To Review CEO Buyout Proposal
A special committee of genetic testing company 23andMe has engaged Dechert LLP as its legal adviser and Wells Fargo as its financial adviser as it looks to review an anticipated buyout offer from its co-founder and CEO Anne Wojcicki, according to a statement Thursday.
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April 17, 2024
Walgreens Investors' $36M Deal In Opioid Suit Gets First OK
An Illinois federal judge on Wednesday granted his initial approval of a $36 million settlement to end a stockholder's derivative suit accusing Walgreens and its leadership of failing to limit retail pharmacies from dispensing unreasonable amounts of opioids.
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April 17, 2024
Elliott Waives BioMarin Board Deal, Moots Del. Suit
Elliott Investment Management LP has waived an agreement with BioMarin Pharmaceutical Inc. that gave the activist investor three new seats on the biopharmaceutical company's board, mooting a Delaware Chancery Court lawsuit that a BioMarin shareholder filed earlier this month.
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April 16, 2024
Eli Lilly's Insulin Price Cap Deal Collapses After Cert. Denial
Eli Lilly & Co. and insulin buyers have called off a proposed nationwide settlement that would've capped insulin prices and been worth up to $500 million over several years, a decision that was made after the buyers lost a class certification bid early this year, according to the buyers' counsel.
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April 16, 2024
NC Treasurer Backs FTC On Hospital Merger Challenge
North Carolina's treasurer agreed Monday that Novant Health's $320 million plan to pick up a pair of hospitals is a bad idea, throwing its weight behind the Federal Trade Commission's challenge to the deal in federal court.
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April 16, 2024
Bankrupt Breast Implant Co. Submits Ch. 11 Plan Disclosures
Bankrupt breast implant company Sientra Inc. has asked a Delaware bankruptcy court to approve the disclosure statement for its Chapter 11 reorganization plan, which provides for a wind-down of what is left of the company after $50.5 million worth of asset sales.
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April 16, 2024
Biotechs Turn To Licensing, Collaboration Deals For Capital
Biotech companies are turning to licensing and collaboration deals amid a tough public market and larger economic slowdown.
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April 16, 2024
Healthcare Merger Deals Carefully Tread New Antitrust Terrain
Healthcare companies are changing the way they negotiate and draft merger and acquisition contracts amid heightened anxiety around antitrust scrutiny.
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April 16, 2024
Struggling Hospitals Seek Mergers As Regulators Push Back
Healthcare attorneys are seeing a slow but steady resurgence in mergers and acquisitions activity across health systems, as distressed hospitals look to combine to offset the financial pressures they've faced as a result of the COVID-19 pandemic.
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April 15, 2024
Goodwin, Baker Donelson Guide MPT In $1.1B Hospital Sale
Medical Properties Trust Inc. has sold its majority stake in five Utah hospitals to a joint venture with an unnamed investment fund, in a $1.1 billion transaction advised by Goodwin Procter LLP and Baker Donelson Bearman Caldwell & Berkowitz PC that comes days after the real estate investment trust sold another group of hospitals for $350 million.
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April 15, 2024
Humanigen Files Ch. 11 Plan Disclosures
Bankrupt biopharma company Humanigen Inc. has filed a proposed Chapter 11 plan and disclosure statement in Delaware court that calls for the payment in full of secured and priority claims, while general unsecured creditors owed a collective $44 million will receive up to 19% recoveries.
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April 15, 2024
Hold This COVID Vax Patent Case, Judge Recommends
One of the suits over Pfizer's blockbuster COVID-19 vaccine hit a snag in Virginia federal court Friday when a judge recommended pausing the case to wait for a ruling in a related dispute over patent ownership involving one of BioNTech's other partners.
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April 11, 2024
Del. Justices OK Denial Of Icahn-Illumina Midcase Appeal Bid
Billionaire investor Carl Icahn may not put his Chancery Court litigation against biotechnology company Illumina Inc.'s board on hold for a review of a decision that struck portions of the complaint that were based on confidential information, Delaware's Supreme Court said Thursday, upholding the lower court's rejection of the midcase appeal.
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April 11, 2024
Kirkland, Jones Day Build $787.5M Sale Of Steris' Dental Unit
Medical device company Steris, advised by Jones Day, on Thursday announced plans to sell its dental segment to Kirkland & Ellis LLP-advised middle market private equity shop Peak Rock Capital for $787.5 million.
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April 10, 2024
Bankrupt Breast Implant Co. Gets OK For $50.5M Asset Sales
A Delaware bankruptcy judge said at a hearing Wednesday she would approve two sales of Sientra Inc.'s assets for a combined $50.5 million after the breast implant maker included several reservations of the rights of various businesses holding contracts with the debtor.
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April 10, 2024
3rd Circ. Skeptical Of Challenge To NLRB Bonuses Ruling
A Third Circuit panel appeared skeptical Wednesday of a nursing home's challenge to a National Labor Relations Board decision finding it unlawfully altered bonus pay it issued during the pandemic without bargaining, as judges questioned the company's argument that the bonuses were allowable under an expired contract.
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April 10, 2024
Bankrupt Hospital Co.'s $16M Deal With Ex-Execs OK'd
A Delaware bankruptcy judge agreed Wednesday to let the liquidating trustee for hospital operator Promise Healthcare proceed with a $16 million settlement with former executives to resolve his Florida federal court lawsuit, which alleged they abused the company's trust by lying to board members for their own benefit.
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April 09, 2024
Investor Can't Get Approval Of Hong Kong Award In Calif.
A California judge has thrown out a petition filed by a biotechnology company investor seeking to enforce a Hong Kong arbitral award that found she is the proper owner of the company's shares, saying the case has an insufficient connection to the Golden State.
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April 09, 2024
Calif. Healthcare Attys Working Late Thanks To New Regs
Attorneys working on healthcare deals in California are logging longer hours and getting less sleep as they grapple with new regulations that came into effect this month.
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April 09, 2024
Tech M&A Reigns Supreme In Q1 After Rare Hiccup In Q4
The technology sector logged the greatest total value of global mergers and acquisitions in the first quarter of 2024, following a rare quarter that saw the industry fall out of the top spot and into third place, data from Dealogic shows.
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April 09, 2024
Healthcare Deals This Week: Merck, J&J And More
From private megarounds to a blockbuster medtech buy, there's been a flurry of deals in the healthcare industry this past week. Among the notable transactions were a $13.1 billion acquisition by Johnson & Johnson and billion-dollar deals involving Genmab and Merck. Law360 breaks down those and other big healthcare and life science deals from the past week.
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April 09, 2024
Life Sciences GCs On Tighter Regs, Outside Counsel Advice
General counsel at life sciences venture capital firms are navigating increased regulation in healthcare and looking to outside counsel to act as true advisers and problem-solvers as the healthcare industry becomes more complex.
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April 08, 2024
Judge Urged To Reject UnitedHealth's Antitrust Deal Qualms
Patients who cut a $55 million antitrust settlement with NorthShore University HealthSystem are urging an Illinois federal court to reject objections by United Healthcare Services, arguing that the insurer has no standing to derail the deal and that its challenge to the agreement could dilute their recovery.
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April 08, 2024
PE Firm Calls FTC's Antitrust Claims 'Many Yesterdays' Old
A Texas anesthesiology company and the private equity firm that created it told a Houston federal judge Monday that the Federal Trade Commission has gone back "many yesterdays ago" in making its antitrust case, arguing that there's no imminent threat of a monopoly in an attempt to get the case dismissed.
Expert Analysis
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What Lawyers Must Know About Calif. State Bar's AI Guidance
Initial recommendations from the State Bar of California regarding use of generative artificial intelligence by lawyers have the potential to become a useful set of guidelines in the industry, covering confidentiality, supervision and training, communications, discrimination and more, say attorneys at Debevoise.
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Industry Must Elevate Native American Women Attys' Stories
The American Bar Association's recent research study into Native American women attorneys' experiences in the legal industry reveals the glacial pace of progress, and should inform efforts to amplify Native voices in the field, says Mary Smith, president of the ABA.
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Understanding Discovery Obligations In Era Of Generative AI
Excerpt from Practical Guidance
Attorneys and businesses must adapt to the unique discovery challenges presented by generative artificial intelligence, such as chatbot content and prompts, while upholding the principles of fairness, transparency and compliance with legal obligations in federal civil litigation, say attorneys at King & Spalding.
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Employer Lessons After 2023's Successful Labor Strikes
Following recent historic strikes in the automotive, entertainment and health care industries, employers of all types can learn key insights about how unions may approach negotiations and strikes going forward, and nonunionized workplaces should anticipate a drive for increased union membership, say Lenny Feigel and Mark Neuberger at Foley & Lardner.
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ESG Around The World: Mexico
ESG has yet to become part of the DNA of the Mexican business model, but huge strides are being made in that direction, as more stakeholders demand that companies adopt, at the least, a modicum of sustainability commitments and demonstrate how they will meet them, says Carlos Escoto at Galicia Abogados.
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The Case For Post-Bar Clerk Training Programs At Law Firms
In today's competitive legal hiring market, an intentionally designed training program for law school graduates awaiting bar admission can be an effective way of creating a pipeline of qualified candidates, says Brent Daub at Gilson Daub.
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10 Takeaways From New HHS Federal Compliance Guidelines
The U.S. Department of Health and Human Services' recently issued general compliance program guidance is the first of its kind that would apply across all health care stakeholders, and signals the agency’s first step to improve and update existing compliance guidance, says Melissa Wong at Holland & Knight.
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Attorneys Have An Ethical Duty To Protect The Judiciary
The tenor of public disagreement and debate has become increasingly hostile against judges, and though the legislative branch is trying to ameliorate this safety gap, lawyers have a moral imperative and professional requirement to stand with judges in defusing attacks against them and their rulings, says Deborah Winokur at Cozen O'Connor.
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Cross-Market Implications In FTC's Anesthesia Complaint
The Federal Trade Commission's recent complaint against a private equity firm's acquisition of anesthesiology practices highlights the controversial issue of cross-market harm in health care provider mergers, and could provide important insights into how a court may view such theories of harm, say Christopher Lau and Dina Older Aguilar at Cornerstone Research.
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AI Can Help Lawyers Overcome The Programming Barrier
Legal professionals without programming expertise can use generative artificial intelligence to harness the power of automation and other technology solutions to streamline their work, without the steep learning curve traditionally associated with coding, says George Zalepa at Greenberg Traurig.
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Cos. Must Adapt To Calif. Immigration Data Privacy Law
California’s recently signed A.B. 947 expands the California Consumer Privacy Act and brings the state in line with other comprehensive privacy laws that address immigration status, meaning companies should make any necessary updates to their processes and disclosures, say Kate Lucente and Matt Dhaiti at DLA Piper.
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Looking For Defense Contract Appeal Trends In Annual Report
A deep dive into the Armed Services Board of Contract Appeals annual report for the 2023 fiscal year reveals increases in the number of cases filed, pending motions and expedited or accelerated cases, while the board disposed of fewer cases than in prior fiscal years, say Scott Flesch and Alexandra Prime at Miller & Chevalier.
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Preparing Law Students For A New, AI-Assisted Legal World
As artificial intelligence rapidly transforms the legal landscape, law schools must integrate technology and curricula that address AI’s innate challenges — from ethics to data security — to help students stay ahead of the curve, say Daniel Garrie at Law & Forensics, Ryan Abbott at JAMS and Karen Silverman at Cantellus Group.