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Third Circuit Rejects State’s Bid for Attorney’s Fees in Hospital Merger Dispute
  • Sheppard Mullin Richter & Hampton LLP
  • USA
  • February 1 2019

On January 23, 2019, the U.S. Court of Appeals for the Third Circuit ("Third Circuit") issued an opinion denying the Commonwealth of Pennsylvania the


Is Your Approved Break-Up Fee Safe?
  • Dechert LLP
  • USA
  • January 3 2019

After Energy Future Holdings (EFH), maybe not so much. The size of the break-up fee approved by the bankruptcy court in EFH was undoubtedly large by


Third Circuit Holds That Statutes Of Limitation May Be Tolled By Books-And-Records Demands Under Delaware Law Despite Inquiry Notice To Plaintiff Of Wrongdoing
  • Shearman & Sterling LLP
  • USA
  • July 18 2017

on June 13, 2017, Chief Judge Smith of the United States Court of Appeals for the Third Circuit reversed in part the District Court’s dismissal of


If At First it Doesn’t SucceedFTC Will Try, Try Again to Oppose Hospital Mergers
  • Epstein Becker Green
  • USA
  • October 13 2016

Recently, the Federal Trade Commission (“FTC”) faced major losses in challenging hospital mergers. However, it is clear that the FTC is not backing


Third Circuit Criticizes “Kitchen-Sink” Complaint While Upholding Dismissal in OFI Asset Management v. Cooper Tire & Rubber (August 22, 2016)
  • Lane Powell PC
  • USA
  • September 1 2016

The Third Circuit engaged in a searching analysis of plaintiffs’ falsity and scienter allegations and found them insufficient under the exacting


Citing "Issue Preclusion," the Delaware Court of Chancery Denies Advancement to a Company's Vice President
  • Duane Morris LLP
  • USA
  • August 5 2016

The Delaware Court of Chancery typically holds that a corporation must advance the fees and expenses of an executive or officer-level employee who is


Third Circuit holds Rule 10b-5 violations may be imputed to investment management company on basis of apparent agency
  • Baker & Hostetler LLP
  • USA
  • March 18 2013

The United States Court of Appeals for the Third Circuit recently issued a decision that highlights the importance of investment management companies


Pennsylvania Supreme Court allows post-merger suits in cases of fraud or fundamental unfairness
  • Reed Smith LLP
  • USA
  • August 13 2012

Many practitioners in Pennsylvania have long been of the view that in the case of a Pennsylvania merger, no legal claim under state law seeking equitable relief or damages based on unfairness of the merger, or even fraud, could be brought by shareholders after the merger closed.


Pennsylvania Supreme Court limits shareholders’ post-merger recourse
  • Pepper Hamilton LLP
  • USA
  • August 7 2012

In an important decision released on July 24, 2012, the Pennsylvania Supreme Court held, in Mitchell Partners v. Irex Corp., that under Pennsylvania law, minority shareholders who oppose a merger have no post-merger recourse, absent fraud or fundamental unfairness, other than to seek judicial appraisal of the value of their shares.


Purchaser need not duplicate shut-down benefits when mirroring seller's pension plans
  • Littler Mendelson PC
  • USA
  • March 12 2012

In Shaver v. Siemens Corporation, 2012 U.S. App. LEXIS 4081 (3d Cir. Feb. 29, 2012), the U.S. Court of Appeals for the Third Circuit issued a precedent-setting opinion addressing the complex relationship between ERISA's anti-cutback rules and common corporate transactions.