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Envision to Sell to KKR for $9.9 Billion

We represented Envision Healthcare Corporation (NYSE: EVHC) in its definitive agreement to sell to KKR in an all-cash transaction for $9.9 billion, including debt. KKR will pay $46 per Envision share in cash to buy the company, marking a 32 percent premium to the company's volume-weighted average share price from November 1, when Envision announced it was considering its options. The transaction is expected to close the fourth quarter of 2018. Read more


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Six Things to Know Before Buying a Physician Practice spotlight

Dermatology, ophthalmology, radiology, urology…the list goes on. Yet, in any physician practice management transaction, there are six key considerations that apply and, if not carefully managed, can derail a transaction. Download the 6 Things to Know Before Buying a Physician Practice to keep your physician practice management transactions on track.

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SCOTUS Limits SEC Disgorgement Remedies

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June 6, 2017

On June 5, 2017, the U.S. Supreme Court unanimously held that SEC disgorgement remedies used as punitive sanctions for violating federal securities laws constitute civil penalties and are subject to the five-year statute of limitations of 28 U.S.C. § 2462. Kokesh v. S.E.C., No. 16-529, 2017 WL 2407471 (U.S. June 5, 2017).

Section 2462's five-year limitations period applies to any "action, suit or proceeding for the enforcement of any civil fine, penalty, or forfeiture, pecuniary or otherwise." 28 U.S.C. § 2462. In 2013, the Supreme Court in Gabelli v. S.E.C., 568 U.S. 442, held that the five-year statute of limitations applies when the Commission seeks statutory monetary penalties. To avoid the implications of the five-year statute of limitations, the SEC sought a disgorgement claim of $34.9 million ($29.9 million of which resulted from violations outside the limitations period). The district court, in a decision upheld by the Tenth Circuit, held the disgorgement claim was not a penalty within the meaning of Section 2462. As a result, the SEC was awarded its full disgorgement request after a five-day trial wherein the jury found the defendant had violated the federal securities laws.

In now reversing the decision of the Tenth Circuit and resolving a circuit split on this issue, the Supreme Court held that "SEC disgorgement constitutes a penalty within the meaning of § 2462." Kokesh, 2017 WL 2407471, at *7. The Supreme Court relied on the Court's 2013 Gabelli decision and prior precedent dating back as far as 1899 to hold that SEC disgorgement goes "'beyond compensation'" and is "'intended to punish, and label defendants wrongdoers.'" Id. at *6 (quoting Gabelli, 568 U.S. at 451-52).

Justice Sotomayor wrote the opinion and included an important footnote inviting further litigation on the applicability of SEC disgorgement remedies with a caution that the opinion should not be "interpreted as an opinion on whether courts possess authority to order disgorgement in SEC enforcement proceedings or on whether courts have properly applied disgorgement principles in this context." Id. at *5 n.3. It, therefore, remains to be seen how the SEC will approach disgorgement requests in future SEC proceedings after this decision but it is now clear that any such requests must be brought within five years of when the alleged fraud occurs.


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