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Dismissal in Medtronic Inversion Litigation Reversed on Appeal; Komlossy Law Among Counsel

Komlossy Law, P.A. is one of the three counsel that had the dismissal of the Medtronic shareholder litigation reversed and remanded in late January.

Medtronic’s $43 billion inversion created a taxable event for its shareholders which will leave many on the hook for thousands and thousands of dollars so that the company can escape the United States. The top executives of the company would owe more than $60 million in excise taxes for approving the move, but they also approved that the company cover all of those taxes for them. The trial court determined, among other things, that the litigation must be derivative because the shareholders and the company suffered the same alleged injury. The appeals court reversed.

The decision further clarifies Minnesota’s law on direct vs. derivative shareholder litigation.

The opinion from the Court of Appeals is available here.

By |March 4th, 2016|News|0 Comments

Beer Bill Passes Unanimously

The Senate’s malt beverages bill that includes the legalization of the 64 ounce growler passed the House today with a unanimous vote. Much of the news has focused on the excitement of the new found freedom of the 64 ounce growler. There is more to the bill in its final form than simply a growler bill. This lays out the material terms of the bill.

Most importantly to the craft brewers, this deletes the tourism exception. Once there is a brewery, that brewery can be issued a vendors license on the premises. This does create a new limit of 8 vendors licenses that each brewery may hold. It is not terribly likely that the limit of 8 would impact many breweries in the State, but it is a new restriction that the distribution lobby will look to make more restrictive in the future.

The bill also limits transfers from one brewery location […]

By |April 24th, 2015|Blog|4 Comments

Growler Bill Closer to Reality (with a bit of a catch)

On Wednesday, a proposed amendment to CS/SB 186 was filed that would place an artificial cap on the number of vendor licenses that a brewery in Florida may obtain.  There is currently no such limit but the amendment would set the limit at 9.  This would mean that any given brewery could open nine total breweries that have taprooms.  Any additional manufacturing location would not be allowed to sell beer on site. Breweries that are already licensed are, in effect, grandfathered in and allowed 9 additional vendor-licensed breweries.

This bill started as a simple and straightforward growler bill.  Late last year, the Florida Beer Wholesalers Association (FBWA) stated that they “believe it is now time to separate the growler from the larger conversation.”  However, soon after, two retail organizations sought to challenge Florida’s “tourism exception” and the FBWA and the Beer Industry of Florida (BIF) sought to intervene and support […]

By |April 1st, 2015|Blog|0 Comments

Investigation of proposed sale of Hyperion Therapeutics, Inc. (HPTX) to Horizon Pharma plc (HZNP)

Komlossy Law, P.A. is investigating the Board of Directors of Hyperion Therapeutics, Inc. (“Hyperion” or the “Company”) (NASDAQ: HPTX) for possible breaches of fiduciary duty and other violations of state law in connection with their attempt to complete a sale of the Company to Horizon Pharma plc (“Horizon”).  Pursuant to the terms of the proposed transaction, Hyperion shareholders are to receive $46.00 for each share of the Company. This represents only a 7.6% premium based on Hyperion’s March 27, 2015 closing price. The proposed consideration also falls well below recent price targets set by industry analysts.

The investigation involves whether the Board of Directors of Hyperion breached its fiduciary duties to stockholders by failing to adequately shop the Company before agreeing to enter into the transaction, and whether the transaction is fair to shareholders with respect to price, process and disclosure of all material information.

If you own Hyperion stock and wish to obtain additional information about your […]

By |March 31st, 2015|Uncategorized|0 Comments

Where We Are With 2015 Malt Beverage Legislation

I have been asked a few times in recent days for a quick update of where things generally stand as we near the halfway point in the 2015 legislative session.  This is that:

Senate Bill 186, filed by Senator Jack Latvala, began as the straightforward growler bill that the distribution lobby claimed they would unconditionally support. While it began by simply adding language that would allow 64 ounce growlers and controlled who could sell them and listed labeling requirements, it has grown quite a bit.

It now removes the tourism exception so that the law simply states that a manufacturer may obtain a vendors license on property consisting of a single complex that includes a brewery.  Simply, if you have a brewery, you can have a vendors license on the premises (taproom). This way, the distributors and retailers no longer require clarification from Florida’s ABT to explain what the tourism exception means.

It limits […]

By |March 27th, 2015|Blog|0 Comments

Propaganda Season in the Beer Industry – Force the Distribution Lobbyists to Make Sense

Some of the distribution and retail groups – generally the ones behind the administrative proceedings that sought to challenge the tourism exception – are beginning to ramp up their efforts in the realm of incredibly easy-to-recognize propaganda. The message, as is often the case, will be without context and will focus on ignoring the realities of the situation. Hey, look over here and please don’t question what’s happening over there (let’s focus on the fact that craft beer in Florida exists but not consider how it can thrive further with a more reasonable statutory scheme that works in other parts of the country).

The rallying cry is that the three tier system works. What that means, for many, is let’s not grow. Let’s not evolve. Let’s leave things the way they are. It also means that they want people – legislators, consumers, media – to believe that this is the three […]

By |March 16th, 2015|Blog|0 Comments

Florida House, Senate Committees Discuss Malt Beverage Regulations

Committees within the Florida House and Senate began discussions regarding the regulatory scheme surrounding beer in Florida on Wednesday. It was generally a day for the legislators to discuss the basics and gain some knowledge. In the Senate, the Regulated Industries Committee heard a presentation from an attorney with the Senate. The presentation was a general overview of the three tier system, tied house laws, licensing issues (including tourism exception) and growler/container size issues. The powerpoint presentation can be viewed in the meeting packet here. The Business and Professions Subcommittee in the House heard presentations from groups including the Florida Beer Wholesalers Association, Beer Industry of Florida and the Florida Brewers Guild on the three tier system, self distribution and franchise agreements (the distributor groups said you would rue the day you mess with franchise agreements).

The Regulated Industries Committee includes Senators Latvala and Stargel.  Stargel […]

By |January 22nd, 2015|Blog|0 Comments

Christmas Eve: State Files Reply in Support of its Motion to Dismiss Growler Suit

It’s Christmas Eve, so the State filed its reply in support of its motion to dismiss the growler lawsuit. The State generally built some straw men and knocked them down with ease.

Defendants began by arguing simply that the statutory purpose of avoiding excessive consumption cannot be refuted by plaintiff. Defendants state that “here is certainly no question that the intent of precluding the sale of beer in containers between 32 ounces and 1 gallon was to decrease the likelihood of excessive drinking and to encourage alcoholic beverage vendors to be prudent in their serving practices.” There is certainly question. Without such question, Florida wouldn’t be mocked for having this law on the books and for continuously defending the restriction while reality and the rest of the country prove that more containers sizes do not lead to excessive drinking. Defendants probably wouldn’t have been sued if there […]

By |December 24th, 2014|Blog|0 Comments

Growler Suit Update

The day after Senator Latvala filed his straight-forward growler bill that would leave the container laws in place and specifically allow growlers of 32, 64 and 128 ounces, there are some updates on the growler litigation filed in Federal court.

First, Judge Robin L. Rosenberg quickly denied a motion for oral argument on the State’s motion to dismiss. Plaintiff sought the hearing as a strong opportunity to make the clear point that the statute in place is completely irrational and has no rational relationship to any government interest. The Judge will rule based upon the papers.

At the motion to dismiss stage, a court will accept all factual allegations contained in the complaint as true and construe the complaint liberally in favor of the plaintiff. Ultimately, if a complaint may give rise to the entitlement of relief that can be awarded by the court, it should not be dismissed. While it is a […]

By |December 17th, 2014|Blog|0 Comments

Steube Files Beer Bill (HB 107) in the House. Seeks Limited Self-Distribution and Franchise Reform

Representative Gregory Steube filed HB 107 yesterday. The bill follows much of the language of the bills we saw in the previous session. For example, it would allow breweries to operate taprooms without separately acquiring a retail license. In those taprooms, the proposed bill would require that at least 70 percent of the beer sold (or given) to consumers must be brewed on premises. The remainder must be brewed by the same brewery but may be brewed off-site. Breweries would continue to be able to obtain vendors licenses (up to two) to operate their taprooms as they currently do. That would include selling beer for on and off premise consumption and allow for wine and/or liquor depending upon the vendor license owned by the brewery. Any brewery that has already applied for more than two vendor’s licenses prior to 3/15/15 or which has already been issue more than two such […]

By |December 16th, 2014|Blog|0 Comments