Minnesota Supreme Court Upholds Medtronic Shareholders’ Claims

Komlossy Law, P.A. is one of plaintiffs’ counsel for Medtronic stockholders in a class action challenging Medtronic’s merger with Covidien. The merger was structured as a reverse merger tax inversion, whereby Medtronic would emerge as a new entity incorporated in Ireland to avoid paying U.S. corporate income taxes.
The case alleges that the merger harmed Medtronic stockholders who were forced to pay capital gains and other taxes on the merger and suffered equity dilution when Medtronic paid a windfall for the Covidien assets.

Defendants argued that the claims were derivative claims and that all stockholders lost standing to assert any derivative claims once the merger was completed in January 2015. The District Court agreed, and dismissed the case in March 2015.

The dismissal was appealed to the Minnesota Court of Appeals and then the Minnesota Supreme Court, arguing the stockholders’ claims were direct claims, not derivative claims, and that […]

By |February 8th, 2018|News|0 Comments

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

Check out Ross’ Latest Publication on the Craft Beer Industry and Trademark Law – Worry Wort: A Path to Acquiring Trademark Rights in the Craft Brewing Industry

Check out Ross’ latest article, titled: Worry Wort: A Path to Acquiring Trademark Rights in the Craft Brewing Industry. It appears in Volume XXIV, Book 4 of the Fordham Intellectual Property, Media & Entertainment Law Journal.

The article discusses the manner in which trademark law functions, focusing upon the statutory definition of “use in commerce” and related case law developments. It examines the legal framework as it applies in the craft beer context and analyzes an illustrative legal dispute and considers the effect in time, money and frustration that trademark disputes can have on small craft brewery owners.  It also analyzes the early life-cycle of two upstart brewers to demonstrate that rights in a mark must accrue, in certain circumstances, prior to any sales activity.  It further examines the manner in which rights in a mark are acquired in the pharmaceutical industry, where the time from development to marketing launch […]

By |July 15th, 2014|Blog, News|0 Comments

Ross Worked With BeverageTradeNetwork on a Recent Article about Craft Beer Label Design and Requirements

Please click on the following link on BeverageTradeNetwork to read the recent article in which Ross was consulted regarding craft beer label design. The article discusses the process and requirements for label approval, prohibited content on malt beverage labels and why you might consider plans for brewery expansion when designing a label. Let us know if you have any questions or comments!–351.htm

By |June 9th, 2014|Blog, News|0 Comments

Komlossy Law, P.A.’s Ross Appel was Featured in Two Recent Articles About Craft Beer Trademarks

Please click on the following links to read recent articles in which Ross was consulted regarding craft beer trademark issues.

As the Craft-Beer Industry Grows, So Does the Battle for Branding – Ross discussed, with David Minsky of the Broward/Palm Beach New Times, the need for trademark owners to use their mark in commerce and to police their rights. He also talked about the prevalence of cease-and-desist letters in the brewing industry and touched upon geographically descriptive trademarks.

Trademark dispute brewing over use of ‘Nitro’ – Ross talked with Eric Gorski of the Denver Post about Left Hand Brewing Company’s attempt to trademark the term “Nitro” as it applies to beer and what a federally registered trademark for NITRO would empower and obligate Left Hand to do.

By |March 20th, 2014|News|0 Comments

Komlossy Law, P.A. Newsletter, Volume 1, Issue 2

We are proud to present the second issue of our Komlossy Law, P.A. Newsletter.  In this issue we discuss:

  • The evolving world of craft beer and intellectual property and consider what issue appears to loom on the horizon.
  • The SEC’s proposed Crowdfunding rules and the concerns that investors and issuers alike may have with the proposed rules.
  • Whether the recent ruling in Tassel Ridge Winery, LLC applies to the craft beer industry.

Give it a read and give us your feedback – questions and comments are always welcome.

Click here to read the Newsletter


By |December 18th, 2013|Blog, News|0 Comments

Komlossy Law, P.A. is Proud to be a 2013 South Florida BrewFest Sponsor

sflbrewfest logo

 November 14, 2013, Hollywood, FL – 

Komlossy Law is proud to be a sponsor of the 2013 South Florida BrewFest to be held on Saturday, November 23, 2013 from 12 p.m. – 5 p.m. at the Kovens Conference Center on FIU’s Biscayne Bay Campus. Learn more about the BrewFest and get your tickets by visiting and follow the links to learn more about the exciting beer courses made available by FIU’s Institute for Hospitality & Tourism Education & Research.

By |November 14th, 2013|News|0 Comments

Komlossy Law, P.A. Newsletter

June 18, 2013, Hollywood, FL – The first issue of Komlossy Law, P.A’s newsletter is now available.  The newsletter features an update regarding the latest trends in social and environmental shareholder proxy proposals.  Such proposals have increased considerably as investors have increasingly embraced their responsibility to consider the social and environmental implications of their investment decisions.

The newsletter then provides a summary of the Delaware Chancery Court’s recent decision in In re MFW Shareholders Litigation, C.A. No. 6566-CS (Del. Ch. May 29, 2013).  The court applied the Business Judgment Rule to a going-private merger with the company’s controlling stockholder, Ronald Perelman.

Next, the newsletter provides discussion regarding what a homeowner must consider following damage to the home.  The insured vs. insurer dichotomy includes a number of intricacies which require patience and a willingness to fight for a satisfactory settlement to allow the homeowner to properly repair all damages.  The article considers whether an insurance […]

By |June 17th, 2013|Company News, News|Comments Off on Komlossy Law, P.A. Newsletter

Komlossy Law, P.A. Files Lawsuit Against Sterling Bancorp

June 17, 2013, Hollywood, FL – Komlossy Law, P.A. has filed a lawsuit against Sterling Bancorp (“Sterling” or the “Company”)(NYSE:STL) and its Board of Directors (“Board”) in the Southern District of New York. On April 4, 2013, Sterling and Provident issued a joint press release announcing that the Company had entered into a definitive Agreement and Plan of Merger, dated April 3, 2013 (“Merger Agreement”) pursuant to which Provident will acquire all of the outstanding stock of Sterling in an all stock transaction. Sterling stockholders will receive 1.2625 shares of Provident common stock for each share of Sterling common stock they own (the “Exchange Ratio”); the transaction is valued at approximately $360 million.

The lawsuit alleges that the Proposed Transaction does not offer a meaningful premium to Sterling’s public shareholders. Based on Sterling’s closing stock price on April 3, 2013, the day before the announcement of the Proposed Transaction, the approximate […]

By |June 17th, 2013|Lawsuits, News|Comments Off on Komlossy Law, P.A. Files Lawsuit Against Sterling Bancorp

Komlossy Law, P.A. Announces Investigation of Sterling Bancorp

April 8, 2013, Hollywood, FL – Komlossy Law, P.A. is investigating the Board of Directors of Sterling Bancorp (“Sterling” or the “Company”) (NYSE:STL) 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 Provident New York Bancorp (“Provident”) in a transaction valued at approximately $344 million. Pursuant to the terms of the proposed transaction, Sterling shareholders are to receive 1.2625 shares of Provident stock for each share of the Company. The consideration is valued at $11.12 per share based on April 3 closing stock prices.

The investigation involves whether the Board of Directors of Sterling breached their 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 […]

By |April 9th, 2013|Investigations, News|Comments Off on Komlossy Law, P.A. Announces Investigation of Sterling Bancorp