Justia Mergers & Acquisitions Opinion Summaries

Articles Posted in US Court of Appeals for the Eighth Circuit
by
The Eighth Circuit affirmed the district court's dismissal of plaintiffs' putative class action against First Federal and former directors of Inter-State. Plaintiffs alleged that Inter-State's merger with First Federal was inequitable because Inter-State had $25 million more than First Federal in excess capital. Plaintiffs claimed that the surplus should have been distributed to Inter-State's members instead of becoming part of the merged entity, and that the decision to merge should have been decided by a vote of Intra-State's members. The court held that the district court correctly concluded, based on long-standing Supreme Court precedent, that Inter-State's members did not have an ownership interest in its surplus. Even assuming a provision in Inter-State's charter was unique and that this was a case of first impression, the court held that Inter-State's members would not have an ownership interest in the $25 million surplus based on the provision's plain language. Therefore, without an ownership interest, plaintiffs have not stated a claim against defendants and the district court properly dismissed their claims expressly premised on an ownership interest in the surplus. View "Chase v. First Federal Bank of Kansas City" on Justia Law

by
The FTC and the State of North Dakota moved to enjoin Sanford Bismarck's acquisition of Mid Dakota, alleging that the merger violated section 7 of the Clayton Act. The district court determined that plaintiffs would likely succeed in showing the acquisition would substantially lessen competition in four types of physician services in the Bismarck-Mandan area. The Eighth Circuit affirmed the district court's grant of a preliminary injunction, holding that the district court did not improperly shift the ultimate burden of persuasion to defendants and properly followed the analytical framework in U.S. v. Baker Hughes, Inc., 908 F.ed 981 (D.C. Cir. 1990); the district court did not clearly err in defining the relevant market; and the district court's finding on merger-specific efficiencies was not clear error. View "Federal Trade Commission v. Sanford Health" on Justia Law