Justia U.S. 5th Circuit Court of Appeals Opinion Summaries
Articles Posted in Mergers & Acquisitions
After Hermann Hospital merged with Memorial Hospital System, creating the Memorial Herman Hospital System (MHHS), the Administrator denied MHHS's request for a Medicare loss payment under 42 C.F.R. 413.134(l). The court joined all other circuits that have ruled on the issue by holding that statutory mergers must be bona fide sales in order to be eligible for a depreciation adjustment under 42 U.S.C. 413.134(l). The court found that substantial evidence supported the Administrator's conclusion that the merger at issue failed to constitute a bona fide sale and, therefore, affirmed the judgment of the district court. View "Memorial Hermann Hospital v. Sebelius" on Justia Law
This appeal required the court to determine what effect, if any, a retiree benefits-related provision included in an asset purchase agreement had on the acquiring company's retiree benefits plans governed under the Employee Retirement Income Security Act (ERISA), 29 U.S.C. 1000 et seq. The court held that the provision constituted a valid plan amendment. Moreover, the court held that the provision was assumed, not rejected, in bankruptcy. Accordingly, the court reversed and remanded.
Posted in: Business Law, Constitutional Law, Contracts, Corporate Compliance, ERISA, Mergers & Acquisitions, U.S. 5th Circuit Court of Appeals