Deals & Corporate Governance

  • May 06, 2024

    Latham & Watkins, Simpson Thacher Steer Healthcare JV

    Healthcare Realty Trust Inc. and KKR announced on Monday that the two have entered a joint venture to own and invest in quality medical outpatient buildings, in a deal guided by Latham & Watkins LLP and Simpson Thacher & Barlett LLP.

  • May 06, 2024

    Hospital Chain Steward Health Hits Ch. 11 With Over $1B Debt

    Embattled hospital operator Steward Health Care filed for Chapter 11 protection Monday in a Texas bankruptcy court with more than $1 billion in debt, blaming rising costs and falling government reimbursement rates.

  • May 03, 2024

    Hospital In Novant Merger Beset By Staff Turnover, Court Told

    The Federal Trade Commission and two healthcare companies used witness testimony Friday to paint competing pictures of a North Carolina hospital at the center of a $320 million merger dispute: one in which the hospital has focused on making quality improvements, and another where it's been plagued by poor ratings and high staff turnover.

  • May 03, 2024

    FTC Requests Additional Info On $16.5B Novo-Catalent Deal

    The Federal Trade Commission is seeking additional information on Novo Holdings' planned $16.5 billion acquisition of pharmaceutical services company Catalent in order to examine whether the blockbuster deal passes antitrust muster, according to a Friday securities filing.

  • May 03, 2024

    Taxation With Representation: Skadden, Wachtell, Davis Polk

    In this week's Taxation With Representation, L'Occitane International said its executive director and chair is leading an offer to buy the company's shares he doesn't already own, UMB Financial agreed to purchase Heartland Financial USA, Medline said it agreed to acquire Ecolab's global surgical solutions business and The Mosaic Co. said it agreed to sell its stake in a phosphate production joint venture.

  • May 02, 2024

    7th Circ. Mostly Backs Ill. Home Health Kickbacks Judgment

    The Seventh Circuit on Thursday largely left intact an Illinois federal judge's $6 million ruling that a home health care company broke federal kickback laws, refusing to reverse the lower court's liability finding but directing it to ensure its damages award was calculated correctly.

  • May 02, 2024

    Pharma. Co. Wants Ex-Director To Stop Poaching Customers

    A pharmaceutical company has doubled down on its bid to stop a former director from soliciting customers for a rival drugmaker, saying he's trying to twist words in his contract and make up excuses for allegedly stealing trade secrets following his termination.

  • May 02, 2024

    Skin Care Drug Co. Gets OK For Ch. 11 Wind-Down Plan

    A Delaware bankruptcy judge on Thursday said she would approve the unopposed and unanimously approved Chapter 11 wind-down plans of the company previously known as Timber Pharmaceuticals Inc.

  • May 02, 2024

    Freshfields-Led Novartis Inks $1.75B Cancer Drug Co. Buyout

    Novartis AG said Thursday it has agreed to buy U.S. radiopharmaceutical company Mariana Oncology in a transaction worth up to $1.75 billion, as the Swiss pharmaceutical giant moves to bolster its precision nuclear medicine portfolio.

  • May 01, 2024

    Future Is 'Bleak' If Judge Rejects Novant Merger, Court Hears

    Novant Health on Wednesday sought to portray itself as the "last best hope" to save two struggling hospitals in North Carolina at the start of a multiday hearing in which the Federal Trade Commission is asking the court to squelch Novant's proposed $320 million merger.

  • May 01, 2024

    'Foul' BioVentrix Cash-Out Gets Extra Scrutiny, Chancery Says

    A medical device company's decision to suddenly and without explanation cash out its common stockholders for less than a penny just two months before the company raised $48.5 million in new capital creates such a "foul flavor" that it deserves extra scrutiny, a Delaware Chancery Court judge said Wednesday.

  • May 01, 2024

    Attys Say $5M Fee In Acella Settlement A Modest Proposal

    Plaintiffs' attorneys who recently reached a $46.5 million class action settlement with Acella Pharmaceuticals LLC over faulty thyroid medication asked a Georgia federal judge Tuesday to sign off on their $5 million cut of the deal as a "presumptively reasonable" proposal.

  • April 30, 2024

    Chase Can't Escape Medical Services Co.'s Defamation Suit

    A Florida federal judge refused Monday to toss a suit by a medical services company accusing JPMorgan Chase Bank NA of destroying its business by adding it to a "blacklist," canceling its transactions and falsely telling its business partners that sanctions typically applied to violators of international laws or human rights statutes caused the cancellations.

  • April 30, 2024

    Healthcare Attys Turn Attention To Material Adverse Change

    Life sciences companies are focusing on a specific clause in M&A contracts to prevent unexpected disruptions from tanking deals, according to attorneys working on transactions in the healthcare industry.

  • April 30, 2024

    What's Behind the Q1 Digital Health Funding Rebound

    The digital health industry saw a resurgence in funding at the start of 2024, driven by a handful of mega-rounds and growing deal sizes across the board, but it also faced record-low deal counts as investors signaled pickier attitudes over which ventures they're choosing to fund.

  • April 30, 2024

    Health Attys Facing Noncompete Ban Keep Calm, Carry On

    In the wake of a momentous federal ban on virtually all noncompete restrictions, healthcare businesses and their lawyers are poring over employment contracts and fretting about the implications for an industry heavily reliant on noncompetes for doctors and many others.

  • April 30, 2024

    $626M Fee Award In BCBS Deal Is Unjust, High Court Told

    A member of the class that settled multidistrict litigation with Blue Cross Blue Shield for $2.67 billion over anti-competitive practices has asked the U.S. Supreme Court to take up his challenge to the $626 million attorney fees award in the settlement, arguing the Eleventh Circuit's approval of the award runs counter to high court precedent.

  • April 30, 2024

    Vaxart Investors Want Sanctions Over Deleted Texts

    A group of Vaxart investors asked a California federal judge to issue sanctions against Armistice Capital LLC, which previously controlled Vaxart and allegedly sold $267 million worth of its Vaxart shares at inflated prices, saying the hedge fund and its executives purposely deleted text messages integral to the investors' claims.

  • April 30, 2024

    FTC Says Novant Wants Court To Ignore Local Competition

    Novant Health can't ask a federal judge to ignore evidence that buying two North Carolina hospitals will stymie competition in the region just because those facilities are supposedly struggling and the proposed deal might shore up resources, the Federal Trade Commission said in a brief doubling down on its bid to block the $320 million buyout.

  • April 30, 2024

    PE-Backed Medline Buying Ecolab's Surgical Unit For $950M

    Private equity-backed medical supply company Medline said Tuesday it has agreed to acquire the global surgical solutions business of Ecolab Inc. for $950 million in cash.

  • April 29, 2024

    Boehringer Accused Of Monopolizing Inhaler Product Market

    Boehringer Ingelheim Pharmaceuticals has manipulated the U.S. patent and drug approval system to unlawfully block makers of generic inhaler medications, health and welfare funds claimed in a lawsuit filed Monday in Connecticut federal court, arguing that the "availability of generics has tangible cost and life-saving effects."

  • April 29, 2024

    Deciphera Stock Soars On $2.4B Deal With Japan's Ono

    Deciphera Pharmaceuticals Inc. said Monday it has agreed to be purchased by Japan's Ono Pharmaceutical Co. Ltd. for $2.4 billion, which sent the Waltham, Massachusetts-based cancer drugmaker's stock soaring more than 72%.

  • April 26, 2024

    Therapy Co. SPAC Investors To Settle Del., Ill. Merger Suits

    An attorney for a blank-check company that took ATI Physical Therapy Inc. public told Delaware's Court of Chancery it has agreed to settle two proposed stockholder class actions in conjunction with pending federal class and derivative suits in the Northern District of Illinois.

  • April 25, 2024

    NC Hospital Leader Condemns FTC's Merger Block Bid

    The chief of staff for a North Carolina hospital in the midst of a merger battle ripped the care facility's current owners Thursday in a show of support for new ownership, pleading for federal antitrust regulators to get out of the way lest they usher in "a year long death marked by suffering" for the hospital.

  • April 25, 2024

    Nursing Agency Urges 4th Circ. To Overturn $9M Wage Ruling

    A nurse staffing agency pressed the Fourth Circuit to overturn a lower court's decision ordering the agency to pay workers $9 million in a misclassification suit brought by the U.S. Department of Labor, saying the lower court should have made the government prove the nurses were employees.

Expert Analysis

  • Finding Focus: Strategies For Attorneys With ADHD

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    Given the prevalence of ADHD among attorneys, it is imperative that the legal community gain a better understanding of how ADHD affects well-being, and that resources and strategies exist for attorneys with this disability to manage their symptoms and achieve success, say Casey Dixon at Dixon Life Coaching and Krista Larson at Stinson.

  • AI Use May Trigger False Claims Act's Public Disclosure Bar

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    The likely use of publicly available artificial intelligence tools to detect government fraud by combing through large data sets will raise complex questions about a False Claims Act provision that prohibits the filing of claims based on previously disclosed information, say Nick Peterson and Spencer Brooks at Wiley Rein.

  • Beware Privacy Risks In Training AI Models With Health Data

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    Because data used to train artificial intelligence models may be protected by the Health Insurance Portability and Accountability Act or other regulations, users of these models should conduct proper diligence to avoid costly compliance failures, say Neha Matta and Barbara Bennett at Frost Brown.

  • Unpacking GAO's FY 2023 Bid Protest Report

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    The U.S. Government Accountability Office's recent bid protest report reflects an increase in sustained protests, illustrating that disappointed offerors may see little reason to refrain from seeking corrective action — but there is more to the story, say Aron Beezley and Patrick Quigley at Bradley Arant.

  • How Fla. Bankruptcy Ruling May Affect Equity Owners

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    A Florida bankruptcy court’s recent ruling in Vital Pharmaceuticals — which rejected the Third Circuit’s Majestic Star decision that determined a bankrupt corporation’s flow-through status was not protected by the automatic stay — may significantly affect how equity owners can mitigate the impact of flow-through structures in bankruptcy, say Eric Behl-Remijan and Natasha Hwangpo at Ropes & Gray.

  • Earnout Contract Considerations After NC Good Faith Ruling

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    The North Carolina Supreme Court's recent Value Health Solutions v. Pharmaceutical Research decision, holding the implied covenant of good faith and fair dealing did not apply in an earnout dispute related to an asset sale, demonstrates the need for practitioners to pay careful attention to milestone concepts in M&A transactions, says Benjamin Hicks at Wagner Hicks.

  • Attorneys, Law Schools Must Adapt To New Era Of Evidence

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    Technological advancements mean more direct evidence is being created than ever before, and attorneys as well as law schools must modify their methods to account for new challenges in how this evidence is collected and used to try cases, says Reuben Guttman at Guttman Buschner.

  • ESG Around The World: The UK

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    Following Brexit, the U.K. has adopted a different approach to regulating environmental, social and governance factors from the European Union — an approach that focuses on climate disclosures by U.K.-regulated entities, while steering clear of the more ambitious objectives pursued by the EU, say attorneys at Dechert.

  • Tips For Litigating Against Pro Se Parties In Complex Disputes

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    Litigating against self-represented parties in complex cases can pose unique challenges for attorneys, but for the most part, it requires the same skills that are useful in other cases — from documenting everything to understanding one’s ethical duties, says Bryan Ketroser at Alto Litigation.

  • It's Time To Prescribe Frameworks For AI-Driven Health Care

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    As health care providers begin to adopt artificial intelligence in clinical settings, new legal and regulatory challenges are emerging, with the critical issue being balancing AI's benefits and innovations in health care while ensuring patient safety and provider accountability, say attorneys at Kirkland.

  • Preparing For Higher Health Transaction Standards In Calif.

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    The California Office of Health Care Affordability's revised draft regulations on the reporting of health care transactions incorporate useful improvements to the regulatory scheme, but also contain provisions that may cause concerns for parties contemplating covered transactions, says Andrew Demetriou at Husch Blackwell.

  • How Ill. Supreme Court Could Shape Statutory Violation Cases

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    In Fausett v. Walgreens, the Illinois Supreme Court will take up the question of whether a violation of the Fair and Accurate Credit Transactions Act satisfies the injury-in-fact requirement, and any outcome could significantly change the litigation landscape in Illinois, say Donald Patrick Eckler and Joshua Zhao at Freeman Mathis.

  • Pro Bono Work Is Powerful Self-Help For Attorneys

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    Oct. 22-28 is Pro Bono Week, serving as a useful reminder that offering free legal help to the public can help attorneys expand their legal toolbox, forge community relationships and create human connections, despite the challenges of this kind of work, says Orlando Lopez at Culhane Meadows.