Thursday, August 18, 2011

M&A Work Inching Up to Pre-Recession Levels

The rest of the economic news these days may be grim, but merger and acquisition activity in New Jersey is improving.

The state had a total of 41 deals of $20 million or more in the first six months of the year, according to data from Thomson Reuters. That’s up from 36 in the same period in 2010 and 27 in 2009, though nowhere near the 62 in 2008.

And the size of the deals is increasing. Eight deals were worth more than $1 billion, nearing the nine in 2008 and up from the five in 2010 and the two in 2009.

The largest one in the first half of this year was the $20.8 billion paid by New Brunswick health-care giant Johnson & Johnson for Synthes Inc. of West Chester, Pa., which makes skeletal and other implants. The biggest acquisition in the same period last year the $3.3 billion purchase by biopharmaceutical maker Celgene Inc. of Summit for Abraxis Bioscience Inc. of Los Angeles.

Twelve deals — the biggest chunk of this year’s activity — involve companies in the health care and pharmaceutical industries. That’s in keeping with the trend in New Jersey in the past few years.

And the state continues to attract foreign investors. Eight of the acquirers are from out of the country — London, Spain, India, Canada (three), Sweden and France. On the flip side, New Jersey companies made acquisitions in Greece and England.

Posted by Pamela Brownstein at 11:00 AM.

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Tuesday, August 16, 2011

No Rush to Judgment in Judge's Pension Suit

When Superior Court Judge Paul DePascale sued the state last month, claiming the new Pension and Health Care Benefits Act violates the New Jersey constitution, he thought the issue momentous enough to demand special handling by the judiciary. He was, after all, protecting judges' own interests, claiming that requiring them to pay proportionately more for their pension benefits runs afoul of the constitution's mandate that salaries for Supreme Court justices and Superior Court judges "shall not be diminished during their term of appointment."

DePascale asked for relaxation of the rules of court and for direct certification by the state Supreme Court, along with other emergent relief. He suggested that because all judges have a stake in the case's outcome, they are all disqualified from hearing it. Thus, the  "rule of necessity" requires any would-be disqualified jurist to decide a case's outcome if it cannot be heard otherwise.

The Court didn't see the need for expediency or for special measures. In a Aug. 15 order, it denied the requests for rule relaxation and for direct certification, though it said those applications could be renewed after the Superior Court makes a final disposition of the case.

Judges now pay 1.5 percent of their salary for health benefits, which for DePascale, who earns $165,000 annually, amounts to $2,475. The new law charges judges 35 percent of the cost of premiums. DePascale alleges deductions will "increase steadily and dramatically" during the next seven years, starting with an increase of $3,287 to $5,408 in 2011 for pension alone. By 2017, the pension deduction will grow to $18,137.

The case is now before Mercer County Assignment Judge Linda Feinberg, who has set a Sept. 16 hearing date on an order to show cause. The state's response is due Aug. 19.

Posted by Ronald J. Fleury at 11:20 AM.

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Tuesday, August 16, 2011

Pro Bono Divorce Clinics Branching Out

Essex County's Volunteer Lawyers for Justice, a pro bono legal services provider since 2001, has come up with a nifty way to increase geometrically the help it gives low-income residents in filing uncontested divorces. Essentially, VLJ is offering to replicate its divorce clinic for any municipality in the county that wants one. 

Since 2003, VLJ has held a free public seminar on New Jersey's uncontested divorce procedure, followed by a screening session to identify whether each prospective litigant meets the income and residency requirements for VLJ assistance. Those that do are given legal counsel by volunteer lawyers in drafting and filing a divorce action. 

The seminars have attracted clients in droves — so many, in fact, that  Jordyn Baumgarten, VLJ's director of pro bono services, says it's time to take the show on the road. For a nominal fee, VLJ will provide to municipalities interested in replicating its divorce seminar and clinic with all of the necessary forms, and VLJ staff members will help get the program gets up and running. Specifics are given on VLJ's website, www.vljnj.org.

Posted by Ronald J. Fleury at 11:20 AM.

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Monday, August 15, 2011

E-mailing in the Sunshine

Burlington County Prosecutor Robert Bernardi has turned more than a few heads by opining that e-mail exchanges among public officials can amount to meetings, and therefore must comply with the state Open Public Meetings Act. This marks the first time a N.J. county prosecutor has weighed in on the sunshine law's application in cyberspace.

It was a case of retrofitting, as the statute was enacted in 1976 when the Internet wasn't even a pipe dream. Bernardi, acting on a complaint from good-government activist John Paff, concluded that Evesham officials were in fact holding a "meeting" by discussing a proposed ordinance amendment through a string of at least 14 messages sent during a 20-hour period that amounted to an "ongoing dialogue" taking place "in almost real time."

Read the full text of Bernardi's opinion here [PDF].

Bernardi issued a set of guidelines that essentially block officials' usage of e-mails or other electronic means of communication to gain a consensus on decision-making or deliberative actions. For example, don't include an effective majority of the governing body in an e-mail distribution, or if you do, state that there should be no reply. "Rolling" e-mails, by which one official successively contacts another and another, are also to be avoided, he said. Would the rubric include IMs and Tweets? Probably, though one wonders how all this cyberchatter can possibly be policed.

The opinion isn't binding on local governments except by the implicit threat of prosecution if the letter of the statute isn't observed. Bernardi declined to take any action in the Evesham matter because he found no deliberate intent to violate the law, but now the town is on notice. What's more, the opinion is getting wide distribution. At last count, Bernardi was planning to send it to all municipalities in Burlington County, and counsel for a few neighboring counties like Camden and Gloucester had requested copies.

Posted by Ronald J. Fleury at 09:20 AM.

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