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Venable LLP | USA | 8 Mar 2021

Novartis prevails against motion for judgment on pleadings in Entresto patent litigation

Chief Judge Stark of the US District Court for the District of Delaware recently ruled in favour of Novartis Pharmaceuticals Corporation against the generic defendants Torrent Pharma Inc and Torrent Pharmaceuticals. Stark denied Torrent's motion for judgment on the pleadings of non-infringement of US Patents 8,877,938 and 9,388,134, which cover Novartis's Entresto product and its approved use.
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Ropes & Gray LLP | USA | 3 Jul 2019

In Delaware, notices and deadlines matter

A recent Delaware Court of Chancery decision is illustrative of the principle that merger partners should not assume that anything less than strict compliance with notice requirements (particularly when they relate to termination rights) and deadlines in a merger agreement will be enforced. The case is also a cautionary tale of why one merger partner should never assume that the other merger......
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Ropes & Gray LLP | USA | 10 Apr 2019

Chancery Court revisits fair value analysis in AOL appraisal action

The Delaware Court of Chancery has issued its original opinion in a consolidated appraisal action arising out of Verizon Communications Inc's 2015 acquisition of AOL Inc. In contrast to a recent string of Delaware appraisal decisions, the court determined that reliance on the $50 per share merger price for determining AOL's statutory fair value was not warranted.
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Ropes & Gray LLP | USA | 27 Mar 2019

Court provides guidance on applicability of transaction price as measure of fair value

Two Delaware appraisal decisions issued in 2018 illustrate that, following the Delaware Supreme Court's decisions in Dell and DFC, the Delaware courts remain willing to give substantial evidentiary weight to a deal price as an indicator of fair value where the underlying transaction is the product of an open process characterised by the objective indicia of reliability.
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Ropes & Gray LLP | USA | 13 Mar 2019

Chancery Court applies MFW framework in private equity merger transaction

A recent decision applied the framework established by the Delaware Supreme Court in Kahn v M&F Worldwide Corp (MFW) and found that a merger transaction with a controlling private equity fund on both sides was entitled to business judgment review. The decision outlines the elements of the MFW roadmap and clarifies that its ab initio requirement requires only that the elements be in place......
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Ropes & Gray LLP | USA | 17 Oct 2018

Chancery court allows Straight Path stockholders to pursue direct claims against company's former controlling stockholder

The Delaware Court of Chancery recently denied a motion to dismiss the claims of Straight Path Communi­cations Inc's stockholders against the company's controlling shareholder. The background of this case involved IDT, which is controlled by its former CEO, Howard Jonas, and was Straight Path's former parent company. When IDT spun out Straight Path, it agreed to indemnify Straight Path for......
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Ropes & Gray LLP | USA | 3 Oct 2018

Delaware courts consider whether minority stockholders are controllers: Oracle and Tesla reviewed

Recent decisions in Tesla and Oracle offer new insight into how the Delaware Court of Chancery will evaluate whether, in a conflicted transaction, a minority stockholder is a controller and therefore subject to the elevated entire fairness standard of review. The Tesla litigation arose from Tesla's merger with Solar­City, while in Oracle, stockholders challenged Oracle's acquisition of NetSuite.
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Ropes & Gray LLP | USA | 14 Mar 2018

Company's unaffected market price is best evidence of fair value for appraisal valuations

The Delaware Court of Chancery recently held that the best evidence of a company's fair value was its 30-day average unaffected (pre-announcement) market price. The case potentially represents a significant shift in how appraisal cases are decided. It may also be useful in understanding how the Delaware courts will apply two recent Supreme Court judgments which gave significant weight to the......
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Ropes & Gray LLP | USA | 17 Jan 2018

Delaware Supreme Court reverses Court of Chancery's Dell appraisal decision

The Delaware Supreme Court recently reversed and remanded the Court of Chancery's valuation of Dell in an appraisal case arising from the 2013 management buyout of Dell by Michael Dell and Silver Lake Partners. The Delaware Supreme Court unanimously held that the Court of Chancery had abused its discretion by failing to give weight to market-based measures of Dell's fair value, including the......
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Venable LLP | USA | 23 Oct 2017

Amgen obtains $70 million damages award against Hospira for erythropoietin patent infringement

The verdict in a recent patent infringement case between two pharmaceutical companies is the first instance in which a patent owner has recovered significant infringement damages under the Biologics Price Competition and the Innovation Act. It is also the first time that a patent owner has recovered damages under the act for infringement that a competitor carried out before the commercial......
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