Deals & Corporate Governance

  • 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.

  • 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.

  • 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.

  • 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.

  • April 08, 2024

    CVS Signing Bonus, Stock Pushed GC's Pay To Nearly $12M

    CVS Health Corp. paid its general counsel nearly $12 million last year with a compensation package that included a cash bonus and equity awards to cover money he had to forfeit from his previous employer when he joined the executive leadership team in February 2023, according to public documents.

  • April 05, 2024

    New Chancery Challenge Launched To Board-Investor Pacts

    A biopharmaceutical company stockholder has teed up a new Delaware Chancery Court suit challenging board-investor voting agreements, with the complaint acknowledging wide debate over the pacts and a fast-moving push to amend state corporation law to authorize them.

  • April 05, 2024

    Freshfields Reps J&J On $13.1B Deal For Shockwave Medical

    Freshfields Bruckhaus Deringer-led Johnson & Johnson has agreed to buy Fenwick & West-advised Shockwave Medical Inc., a provider of a cardiovascular blood flow treatment, at an enterprise value of $13.1 billion, the companies said Friday. 

  • April 04, 2024

    Novo Holdings, Catalent Reset Review Clock On $16.5B Deal

    Novo Nordisk Foundation has given the Federal Trade Commission more time for an initial review of Novo Holdings' plan to acquire Catalent in a deal that values the pharmaceutical services company at $16.5 billion.

  • April 04, 2024

    Structure Defense Remains In FTC Hospital Case, But Not Hearing

    When the Federal Trade Commission goes to trial April 29 against an allegedly anti-competitive hospital merger, the agency won't have to contend with defense assertions that its structure is unconstitutional right away, but a North Carolina federal judge refused Thursday to scrub them entirely.

  • April 04, 2024

    Meet The Attys In Acorda Therapeutics' Ch. 11

    Attorneys from Baker McKenzie LLP are representing Acorda Therapeutics in its Chapter 11 bankruptcy in New York as it moves toward a sale of its assets to another pharmaceutical company.

  • April 04, 2024

    Boston Scientific's $3.7B Axonics Buy Under FTC Microscope

    Biomedical engineering company Boston Scientific Corp. on Thursday disclosed that the Federal Trade Commission requested more information on its planned $3.7 billion acquisition of medical technology company Axonics, which will result in a delay in the deal's closing.

  • April 03, 2024

    Healthcare Company Hid Rising Costs Before IPO, Suit Says

    Elder-focused healthcare company Agilon Health was hit with an investor's proposed class action in New York federal court alleging that the company failed to acknowledge ahead of its initial public offering that it had been affected by rising medical costs for providers.

  • April 03, 2024

    NC AG Greenlights New Monitor For HCA Hospital Amid Probe

    A new organization has taken up the baton to monitor whether HCA Healthcare is in compliance with the agreement that cemented its $1.5 billion acquisition of a North Carolina health system, a pact that is the focus of ongoing litigation between HCA and the state's attorney general.

  • April 03, 2024

    Pharma Exec, Cousin Cop To Insider Trading On Kodak Loan

    A pharmaceutical company's executive and his cousin on Wednesday pled guilty to trading on information they acquired through the company's partnership with Eastman Kodak Co. about a government loan the photography giant was set to receive during the COVID-19 pandemic.

  • 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.

Expert Analysis

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

    Author Photo

    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

    Author Photo

    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.

    Author Photo

    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

    Author Photo

    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.

  • 7 Common Compliance Pitfalls For Multistate Pharmacies

    Author Photo

    In light of a California bill recently introduced to prevent medication errors at understaffed chain pharmacies — which could add yet another regulatory hurdle for certain establishments operating across the U.S. — pharmacies operating in multistate capacities must proactively mitigate operational risks, say attorneys at Troutman Pepper.

  • 5th Circ. Ruling Reminds Attys That CBP Can Search Devices

    Author Photo

    The Fifth Circuit’s recent Malik v. Department of Homeland Security decision adds to the chorus of federal courts holding that border agents don’t need a warrant to search travelers’ electronic devices, so attorneys should consider certain special precautions to secure privileged information when reentering the U.S., says Jennifer Freel at Jackson Walker.

  • ESG Around The World: European Union

    Author Photo

    As the EU makes ESG regulation a priority, companies — both those based in the EU and others just doing business there — need to keep abreast of myriad new legislation that has either already taken effect or will in the near future, as noncompliance could result in fines, damages and director liability, say attorneys at Steptoe & Johnson.

  • Avoiding The Ethical Pitfalls Of Crowdfunded Legal Fees

    Author Photo

    The crowdfunding of legal fees has become increasingly common, providing a new way for people to afford legal services, but attorneys who accept crowdsourced funds must remember several key ethical obligations to mitigate their risks, say Hilary Gerzhoy and Julienne Pasichow at HWG.

  • An Overview Of 6 PBM Bills Moving Through Congress

    Author Photo

    As legislators turn to pharmacy benefit manager reform as a potential next step in addressing the cost of prescription drugs, six congressional committees have recently advanced PBM-related legislation with generally high bipartisan support, suggesting that a final package is likely to advance through Congress, say Rachel Stauffer and Katie Waldo at McDermott+Consulting.

  • What Large Language Models Mean For Document Review

    Author Photo

    Courts often subject parties using technology assisted review to greater scrutiny than parties conducting linear, manual document review, so parties using large language models for document review should expect even more attention, along with a corresponding need for quality control and validation, say attorneys at Sidley.

  • Participating In Living History Makes Me A Better Lawyer

    Author Photo

    My role as a baron in a living history group, and my work as volunteer corporate counsel for a book series fan association, has provided me several opportunities to practice in unexpected areas of law — opening doors to experiences that have nurtured invaluable personal and professional skills, says Matthew Parker at the Nebraska Department of Health and Human Services.

  • Private Equity Owners Can Remedy Law Firms' Agency Issues

    Author Photo

    Nonlawyer, private-equity ownership of law firms can benefit shareholders and others vulnerable to governance issues such as disparate interests, and can in turn help resolve agency problems, says Michael Di Gennaro at The Law Practice Exchange.

  • How To Protect Atty-Client Privilege While Using Generative AI

    Author Photo

    When using generative artificial intelligence tools, attorneys should consider several safeguards to avoid breaches or complications in attorney-client privilege, say Antonious Sadek and Christopher Campbell at DLA Piper.