Morgan Lewis Seminars

The Defense and Prosecution of Lost Profits and Business Tort Claims Lessons Learned from Asahi Kasei Pharma Corp. v. Actelion Ltd.

Wednesday, April 23, 2014
08:30 AM - 10:30 AM Eastern Daylight Time

On March 12, the California Supreme Court denied review of a $407 million judgment, which included approximately $360 million in lost-profit damages, arising from Swiss drugmaker Actelion Ltd.’s acquisition of California biotech startup CoTherix, Inc.

Some observers have predicted that the published appellate court opinion affirming the judgment will cause a wave in lost-profit litigation, push pharmaceutical firms out California, and discourage companies from participating in mergers and acquisitions, ultimately hampering California’s notorious start-up culture. In this seminar, the Asahi trial and appellate team will address these concerns and cover the following three topics of interest arising from the litigation:

  • Tortious interference with contracts in the
    parent/subsidiary context
    • Who can be held liable for interference and for what kinds of conduct?
    • What defenses are available for corporate parents and affiliates?
    • How can one prove (or disprove) the justification defense?
  • Lost profits
    • What is the current status of lost-profit damages law in California? Does Asahi change anything?
    • What are the considerations in opposing or pursuing lost profits in litigation?
  • Licensing and collaboration agreements
    • What kinds of provisions can best protect licensees and licensors?
    • What are the best practices in collaboration agreements?