Covidien (COV) Holder Looks to Block Medtronic (MDT) Transaction; Says Deal is 'Flawed' Aug 27, 2014 06:51AM

One Covidien (NYSE: COV) shareholder is looking to block a $42.9 billion acquisition of the company by Medtronic (NYSE: MDT).

Bloomberg reported that the Rosenfeld Family Foundation is proposing a group lawsuit over the deal. The Foundation claims directors and managers would see a $96 million cash payday on the deal, stripping investors of potential gains.

Covidien also blocked bids that could have raised the value of the deal and blocked information needed to make an informed vote on the deal, the Foundation claims. According to the complaint, The proposed transaction is the result of a flawed single-bidder sale process controlled and orchestrated by the company’s conflicted board and management.

The case is Rosenfeld Family Foundation v. Covidien Plc, 14-cv-13490, U.S. District Court, District of Massachusetts (Boston).

Shares of Covidien are lower in early trading Wednesday.


Straight Path (STRP) Reports Confidential License Agreement with Netflix (NFLX) Aug 26, 2014 08:45AM

On August 20, 2014, Straight Path IP Group, Inc. (NYSE: STRP), a subsidiary of Straight Path Communications Inc. (the “Registrant”) entered into a confidential license agreement with Netflix, Inc. (Nasdaq: NFLX), which, among other things, provides for the dismissal of SPIPG’s complaint against Netflix in the United States District Court for the Eastern District of Texas claiming infringement of five of its patents (U.S. Patent Nos. 6,108,704; 6,009,469; 6,701,365; 6,131,121; and 6,513,066) as well as SPIPG’s complaints filed in the United States District Courts for the Eastern District of Virginia and Eastern District of Texas claiming infringement of the patents-in-suit against various entities by, among other instrumentalities, Netflix products.

SPIPG also previously entered into a confidential license and settlement agreement with Blackberry Ltd. and Blackberry Corp. (the “Blackberry Parties”), which, among other things, provides for the dismissal of all claims against Blackberry Parties in the action filed in the in the United States District Court for the Eastern District of Texas claiming infringement of three of its patents (U.S. Patent Nos. 6,108,704; 6,009,469; and 6,131,121).

The terms of the agreements are confidential. Since the Registrant’s spin-off from IDT Corporation on August 1, 2013, SPIPG has entered into settlement and license agreements calling for payment of fees in the aggregate amount of $17.75 million, which proceeds are used to pay for expenses related to the enforcement effort and shared with counsel under contingency arrangements.


Doral Financial (DRL), Puerto Rico Treasury Fail to Reach Settlement Agreement Aug 26, 2014 08:05AM

As previously disclosed, Doral Financial (NYSE: DRL) and certain of its subsidiaries (collectively with the Company, “Doral”) have filed a lawsuit (the “Lawsuit”) against the Commonwealth of Puerto Rico (the “Commonwealth”), the Puerto Rico Department of the Treasury (the “Treasury Department”) and the Secretary of the Treasury Department, Hon. Melba Acosta Febo, in her official capacity, as defendants, in the Court of First Instance of Puerto Rico (the “Court of First Instance”) seeking to enforce the Closing Agreement dated March 26, 2012 between Doral and the Treasury Department (the “2012 Closing Agreement”) and to collect the $229 million owed to Doral under the 2012 Closing Agreement.

There have been a number of decisions and developments relating to this case, as previously described by the Company in several Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”). Most recently, Doral and the Treasury Department entered into court-supervised negotiations to settle all claims by Doral with regards to the subject matter of the Lawsuit.

Doral and the Treasury Department have been unable to reach a definitive settlement agreement. On August 25, 2014 the parties ceased the settlement negotiations. The Court of First Instance has scheduled the trial for September 16, 17 and 18, 2014.


Genetic Technologies (GENE) Stock Advances After Announcing Patent Victory Aug 26, 2014 08:04AM

Genetic Technologies Ltd. (NASDAQ: GENE) is pleased to announce that the United States District Court for the Middle District of North Carolina last week issued an Order denying a motion brought by GlaxoSmithKline, LLC (NYSE: GSK) to dismiss the patent infringement law suit brought against it by GTG.

This action was initially brought by GTG against GSK in 2011, in the District Court of Colorado, but was then moved at the request of GSK to the District Court for the Middle District of North Carolina. Thereafter, both sides filed motions in support of their different legal perspectives. Most recently on June 27, 2014, GSK moved to have GTG's Second Amended Complaint dismissed, arguing the relevant GTG patent covers natural phenomena or laws of nature that are not entitled to patent protection, and that the Court should therefore dismiss the action. On August 22, 2014, the Court issued an Order denying GSK's motion to dismiss.

This significant success follows the separate success reported on March 12, 2014, when a similar motion to dismiss filed by Agilent in the Northern District of California was also denied.

GTG's Chief Executive Officer, Ms. Alison Mew stated, "With this success in removing another potential reason delaying negotiations, we are keen to renew settlement discussions."


Forward Industries (FORD) Terminates CFO James McKenna Aug 25, 2014 05:14PM

Forward Industries (Nasdaq: FORD) announced that on August 19, 2014 the Board of Directors terminated the employment of James McKenna as Chief Financial Officer, Treasurer and Assistant Secretary of the Company. Forward has engaged Financial Consulting Strategies LLC to provide the services of an interim financial director.

On August 20, 2014, Forward filed a Complaint in the Supreme Court of the State of New York seeking a declaratory judgment that the termination of Mr. McKenna for cause was valid and that Mr. McKenna is not entitled to any benefits or severance terms. As set forth in the Complaint, Forward alleges that Mr. McKenna was terminated as a result of his willful misconduct in connection with the performance of his duties under his employment agreement and actions in violation of his fiduciary duty owed to Forward.

The Complaint alleges that Mr. McKenna's relationships with the Company's management and directors declined significantly after the Board did not grant him certain compensation and benefits that he requested in December 2013, and that thereafter Mr. McKenna concocted a series of baseless complaints and grievances against the CEO and Board. The Complaint further alleges that Mr. McKenna's misconduct culminated in his refusal to participate in the timely finalization and submission of Forward's quarterly report on Form 10-Q. As stated in the Complaint, his refusal was without merit, as Mr. McKenna then attempted to extract economic concessions from the Company beyond those provided for in his employment agreement. The Complaint alleges that the Board ultimately determined that it was compelled to exercise its fiduciary duties to the Company and its shareholders and terminate Mr. McKenna's employment for cause before he could inflict more damage.


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