Deals & Corporate Governance

  • April 03, 2024

    2024 Proxy Fight Preview: Hotel Operator, Shops, Offices

    Every spring ushers in a new season of proxy fights between activist investors and boards of directors, and a handful of commercial property companies are in the midst of battles with dissatisfied shareholders, while the industry at large continues to face economic stressors.

  • April 02, 2024

    Theseus Investor Seeks Appraisal After Concentra Merger

    A fund invested in clinical-stage biopharmaceutical company Theseus Pharmaceuticals Inc. has petitioned Delaware's Court of Chancery for an appraisal of the investor's 250,000 shares following Theseus' $4.05 per-share consolidation in February with Concentra Biosciences LLC.

  • April 02, 2024

    Acorda Therapeutics Hits Ch. 11, Plans $185M Drug Sale

    Neurological disorders drugmaker Acorda Therapeutics Inc. filed for Chapter 11 protection in New York bankruptcy court, with plans to sell its assets to another pharmaceutical company for $185 million.

  • April 01, 2024

    Pharma Co. Beats Investor Suit Over Wrinkle Drug Approval

    A California federal judge has dismissed a lawsuit from the investors of Revance Therapeutics Inc. accusing it and several executives of concealing quality control concerns that eventually led the U.S. Food and Drug Administration to deny the company a license for its wrinkle injectable, saying the defendants may not have known the approval timeline they presented was unattainable.

  • April 01, 2024

    Health System Says $1B In Losses Dooms Beth Israel Hospital

    Mount Sinai Health System Inc. told a New York state court to let it go forward with its plans to shut down Mount Sinai Beth Israel Hospital, arguing that it reached its decision to close the Manhattan hospital "after a decade of mounting losses at MSBI amounting to over $1 billion."

  • April 01, 2024

    'Unreliable' Theory Dooms City's Acthar Antitrust Cert. Bid

    The city of Rockford has presented "unreliable" damages evidence that cannot warrant giving class treatment to its claim that pharmacy benefits manager Express Scripts engaged in a scheme to fix prices for the seizure medication Acthar, an Illinois federal judge has said.

  • April 01, 2024

    Pharma Co. Impel's Ch. 11 Liquidation Plan Approved

    Migraine-drug maker Impel Pharmaceuticals received confirmation of its Chapter 11 liquidation plan on Monday after selling its assets and making changes to the plan's exculpation provisions in response to a U.S. trustee objection.

  • April 01, 2024

    Masimo Rips Politan's New Attempt To Grab Board Seats

    Medical technology company Masimo Corp. on Monday pushed back against activist allegations of broken governance and lack of independent oversight, saying investor Politan Capital Management LP's plans to oust its current chairman and CEO contradict shareholders' best interests.

  • March 28, 2024

    2 Firms Steer Close Of Hildred's $750M Continuation Fund

    Healthcare-focused private equity firm Hildred Capital, advised by Kirkland & Ellis LLP and Lowenstein Sandler LLP, on Thursday said it clinched a multiasset continuation fund after securing more than $750 million in commitments, which will be used to acquire two companies from the firm's previous funds.

  • March 27, 2024

    NY AG, Others Blast Sandoz Deal 'Tax' On Future Settlements

    New York's attorney general was one of three objectors Tuesday to a provision in Sandoz's proposed $265 million settlement with a class of drug wholesalers in Pennsylvania federal court that they say will delay any future generic-drug price-fixing litigation deals by taxing agreements over $119.25 million.

  • March 26, 2024

    FTC Urges Court To Pause Novant's NC Hospital Deal

    The Federal Trade Commission is urging a North Carolina federal court to pause Novant Health's $320 million deal for a pair of hospitals, contending the move would give Novant an "eye-popping" share of the hospital market in a Charlotte suburb.

  • March 26, 2024

    Amazon's Healthcare Push Raises Tough Questions For Attys

    Along with toiletries, tech gadgets and groceries, your favorite online mega-retailer now offers prescription drugs, monitoring of chronic health conditions and virtual doctor's visits.

  • March 26, 2024

    Healthcare Deals This Week: Novo Nordisk, Mirador, And More

    From massive mergers and acquisitions, to funding rounds worth hundreds of millions of dollars, the healthcare industry has had a busy past few days.

  • March 26, 2024

    DOL Urges 4th Circ. To Keep $9M Nurse Classification Ruling

    A medical staffing company is trying to circumvent clear error standards simply because it didn't like a federal court's conclusion that the company must pay $9 million in a misclassification suit, the U.S. Department of Labor told the Fourth Circuit.

  • March 26, 2024

    6 Firms Build $340M SPAC Merger For AI-Driven Medicine Biz

    Precision medicine company OmnigenicsAI Corp. on Tuesday announced it and artificial intelligence-enabled preventative medicine company MultiplAI Health Ltd., which it recently agreed to acquire, will go public through a merger with blank-check company APx Acquisition Corp. I in a deal built by six firms, valuing the two businesses at a combined $340 million.

  • March 26, 2024

    Latham, Cooley Attys 'Cautiously Optimistic' On Biotech IPOs

    Attorneys from two law firms that guided the first biotech initial public offering of 2024 have "cautious optimism" about the public market for life sciences companies this year and say that investor dollars, freed up from recent exits in the space, are helping to fuel activity.

  • March 25, 2024

    PacBio CEO's Words Haunt Patent Invalidity Arguments

    A California federal judge concluded Monday that statements made by the chief executive officer of biotech company Pacific Biosciences to investors at an earnings call undermined the company's invalidity arguments in a patent suit it's facing.

  • March 25, 2024

    Judge Probes If $54M Deal Will Affect Tehum Care Ch. 11 Plan

    A Texas bankruptcy judge Monday mulled if approving a settlement for prison health care company Tehum Care Services Inc. will lock in releases for a future Chapter 11 plan at the third day of a trial asking him to confirm the deal or toss the "Texas two-step" bankruptcy.

  • March 25, 2024

    Paul Weiss-Led AbbVie Inks Up To $212M Deal For Landos Bio

    AbbVie Inc., represented by Paul Weiss Rifkind Wharton & Garrison LLP, said Monday it will pay up to $212.5 million for Cooley LLP-led Landos Biopharma Inc., a clinical-stage biopharmaceutical company developing treatments for autoimmune diseases.

  • March 25, 2024

    Vidal Vacates Denials Of Challenges To Neo Wireless IP

    U.S. Patent and Trademark Office Director Kathi Vidal has thrown out Patent Trial and Appeal Board decisions not to review whether Neo Wireless patents are invalid in challenges brought by Honda and others.

  • March 25, 2024

    Novo Nordisk Inks $1.1B Deal For German Pharma Biz

    Danish pharmaceutical giant Novo Nordisk A/S said Monday it has signed a deal to acquire Cardior Pharmaceuticals of Germany for just over €1 billion ($1.1 billion) to widen its focus on cardiovascular diseases.

  • March 25, 2024

    7th Circ. Affirms Co. Can't Get $3.5M Software Deduction

    A healthcare company that helps nursing homes buy equipment is not entitled to $3.5 million in tax deductions meant for domestic software production, the Seventh Circuit ruled, saying the company failed to meet the threshold for the break because it didn't actually provide software to customers.

  • March 25, 2024

    Kirkland Guides Ingersoll Rand On $2.3B ILC Dover Buy

    Kirkland & Ellis LLP is representing Ingersoll Rand on a new agreement to buy ILC Dover from private equity firm New Mountain Capital for more than $2.3 billion, part of Ingersoll's plan to bolster its life sciences business, the industrial products company said Monday. 

  • March 22, 2024

    Expert's Sanctions Off Limits In SEC's 'Shadow Trading' Trial

    A California federal judge overseeing a "shadow trading" trial starting Monday against a pharmaceutical executive ruled that the U.S. Securities and Exchange Commission can't introduce banking sanctions evidence against the defendant's mergers and acquisitions expert as long as he doesn't give opinions on securities law.

  • March 22, 2024

    Pharma Co. Brass Overhyped ALS Drug Efficacy, Suit Says

    Executives and directors of neurodegenerative disease drugmaker Brainstorm Cell Therapeutics have been hit with a proposed class action alleging they damaged the company by overstating the effectiveness of its Lou Gehrig's disease drug even after the U.S. Food and Drug Administration rejected its license application.

Expert Analysis

  • SEC's Life Sciences Actions Utilize Novel Tools And Theories

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    Recent enforcement actions show that the U.S. Securities and Exchange Commission is employing new forms of data analytics and noteworthy applications of insider trading laws in its scrutiny of fraud within the life sciences and health industries, say Edward Imperatore and Jina Choi at MoFo.

  • How And Why Your Firm Should Implement Fixed-Fee Billing

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    Amid rising burnout in the legal industry and client efforts to curtail spending, pivoting to a fixed-fee billing model may improve client-attorney relationships and offer lawyers financial, logistical and stress relief — while still maintaining profit margins, say Kevin Henderson and Eric Pacifici at SMB Law Group.

  • A Guide For Landlords Pivoting To Medical Office Buildings

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    The current commercial real estate landscape presents a unique opportunity for landlords, real estate developers and investors to accommodate the growing health care industry's need for office buildings, though proper navigation of complex regulations and leasing concerns is necessary, says Mehdi Sinaki at Michelman & Robinson.

  • Unpacking OMB's Proposed Uniform Guidance Rewrite

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    Affected organizations, including state and local governments, should carefully review the Office of Management and Budget's proposed overhaul of uniform rules for administering over $1 trillion in federal funding distributed each year, and take the opportunity to submit comments before the December deadline, says Dismas Locaria at Venable.

  • Judicial Independence Needs Defense Amid Political Threats

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    Amid recent and historic challenges to the judiciary from political forces, safeguarding judicial independence and maintaining the integrity of the legal system is increasingly urgent, says Robert Peck at the Center for Constitutional Litigation.

  • FDI Considerations For UK Venture Capital Transactions

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    With the U.K. National Security and Investment Act highlighting foreign direct investment matters for venture capital transactions, investors dealing with companies connected to the U.K. should be alive to how the act's requirements can affect deal timelines, structures and terms, say lawyers at Covington.

  • How Law Firms Can Use Account-Based Marketing Strategies

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    Amid several evolving legal industry trends, account-based marketing can help law firms uncover additional revenue-generating opportunities with existing clients, with key considerations ranging from data analytics to relationship building, say Jennifer Ramsey at stage LLC and consultant Gina Sponzilli.

  • A Reminder For Drug Cos. To Confirm Orange Book Listings

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    A recent policy statement from the Federal Trade Commission highlights the legal danger that pharmaceutical companies can face for improperly listing patents in the U.S. Food and Drug Administration's Orange Book, which is also an issue in the context of Hatch-Waxman litigation, say attorneys at Kirkland.

  • Strategic Succession Planning At Law Firms Is Crucial

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    Senior partners' reluctance to retire, the rise of the nonequity partner tier and generational differences in expectations are all contributing to an increasing number of departures from BigLaw, making it imperative for firms to encourage retirement among senior ranks and provide clearer leadership pathways to junior attorneys, says Laura Leopard at Leopard Solutions.

  • FTC's Health Co. Suit Indicates Agency's Private Equity Focus

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    The Federal Trade Commission's latest lawsuit against an anesthesia company and its private equity investor highlights the agency's willingness to regulate the health care industry even when relevant acquisitions are relatively dated or when the controlling entity's economic interest is under 50%, say attorneys at Simpson Thacher.

  • Top 4 Antitrust Enforcement Issues In Health Care Today

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    The Federal Trade Commission's recent lawsuit against U.S. Anesthesia Partners exemplifies antitrust enforcement authorities' efforts to aggressively reshape the health care industry, ranging from new proposed rules to withdrawals of previous guidance, say attorneys at Fried Frank.

  • Calif. Climate Disclosure Bills Promise Challenges For Cos.

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    Two novel climate disclosure bills recently passed by the California Legislature will pose challenges for many businesses — especially private companies that are less familiar with climate-related reporting obligations — and will require investments of significant time and effort in processes, procedures and personnel, say John Rousakis and Chris Bowman at O'Melveny.

  • Maximizing Law Firm Profitability In Uncertain Times

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    As threats of an economic downturn loom, firms can boost profits by embracing the power of bottom-line management and creating an ecosystem where strategic financial oversight and robust timekeeping practices meet evolved client relations, says Shireen Hilal at Maior Strategic Consulting.