Ross Appel – Komlossy Law, P.A.

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.

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 […]

Addressing Widespread Seafood Fraud

Recent studies by Oceana and others have alerted many consumers that they cannot be completely sure where the seafood on their plate came from or even what kind of fish is on their plate. Earlier in the year, Oceana published the results of extensive testing and revealed that one-third of the seafood samples tested across the country were mislabeled. Generally, consumers imagine restaurants and markets passing off mackerel as grouper or farmed salmon as wild salmon so they can charge the highest possible price. Seafood fraud, however, includes a variety of other activities, such as over-breading prepared seafood products or packaging fish with too much ice to artificially increase the weight of seafood products to drive up the price. Seafood fraud isn’t always employed merely as a means of simply passing costs along to the consumers.

For example, foreign seafood producers […]

Court Considers SEC’s Unbundling Rules, Common Sense Abound

We recently had the occasion in our office to review a proxy statement that recommended certain amendments of a company’s certificate of incorporation. This got us thinking about the SEC’s “unbundling” requirements.

ProxySample After shortly rehashing the rule, we’ll happily move into quite a bit of plain English analysis. First, Rule 14a-4(a)(3), requires that the form of proxy “shall identify clearly and impartially each separate matter intended to be acted upon, whether or not related to or conditioned on the approval of other matters.” 17 C.F.R. §240.14a-4(a)(3). Rule 14a-4(b)(1) requires that shareholders have “an opportunity to specify by boxes a choice between approval or disapproval of, or abstention with respect to each separate matter referred to therein as intended to be acted upon.” 17 C.F.R. § 240.14a-4(b)(1). Therefore, the “unbundling” rules “require distinct voting items on ‘each separate matter’” in a management proposal. 17 C.F.R. […]

Persistence Pays: Appealing Insurance Denial Can be Fruitful

From http://www.vhi.org/ health_insurance_intro.asp

When preparing for surgery, nerves are likely already high. A health insurance denial only adds to the problem. Many people don’t learn until after their procedure that their procedure will not be covered by their medical insurance. In some situations – emergencies for example – it’s unavoidable. But when you have an opportunity to schedule a surgery in advance, it is best to ensure that your insurance company plans to cover the procedure as expected. Take the initiative to make a phone call and seek to speak with a supervisor. If you can find out that the insurance company will cover the procedure, ask for an email address so you can follow up with a confirmation email. Of course, it won’t always be so simple.

If you are told that the procedure isn’t covered – or if you know […]

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 […]

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 […]

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About Ross Appel

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

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

Addressing Widespread Seafood Fraud

Court Considers SEC’s Unbundling Rules, Common Sense Abound

Persistence Pays: Appealing Insurance Denial Can be Fruitful

Komlossy Law, P.A. Newsletter

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