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After Anthem-Cigna Merger Blocked, What's Next for the Health Care Insurance Titans?

The writing had been on the wall for health care insurers for some time.

Citing anti-trust violations, a federal judge had blocked Aetna's plan to merge with Humana last month. Anthem had to see it coming for its deal with Cigna this week.

U.S. District Court Judge Amy Berman Jackson blocked Anthem's planned merger for similar reasons -- the companies are just too big for the competition. Together, the rulings snuffed out nearly $100 billion in deals between the health-care insurance companies.

As stocks rose and fell on the news, lawyers scrambled to put the pieces together. But it's not likely anyone can put them back together again. There is one thing for sure, however. The attorneys will be talking about whether Anthem and Aetna owe Humana and Cigna almost $3 billion in termination fees.

After more than two decades as general counsel at Bio-Rad Laboratories, Sanford Wadler was fired from the company after he attempted to report corrupt practices to the company's board, Wadler says. So he sued.

Last week, Wadler won his lawsuit -- and nearly $11 million. A federal jury awarded Wadler $2.9 million in back pay and stock options and $5 million in punitive damages. That award will increase another $3 million under the Dodd-Frank Act, which allows double back pay for damages in whistleblower retaliation cases.

Will Surge in Mergers Bring More Lawsuits?

As President Trump's economic policies take shape, observers predict a surge in mergers this year. It may also bring back merger litigation, which slowed down in the last years of the Obama administration.

Trump's new chairman of the Federal Communications Commission has already promised to "weed whack" many regulations, signaling his intent to follow the president's lead and keep hands off corporate America. With proposed mergers moving forward for giants like Verizon/Yahoo and At&T/Time Warner, this may be the year of the big deal.

It is ironic that media mergers seem to be on the forefront of a trend at the same time Trump has declared war on the media. In any case, cooler heads say media companies simply have to make moves to compete.

Facebook Loses $500 Million Verdict in Virtual Reality Case

Maybe Mark Zuckerberg should have taken the blue pill.

The "blue pill" reference comes from The Matrix, a sci-fi movie in which one character bemoans the day he realized the virtual world was not real. Zuckerberg, stunned by a $500 million verdict against a virtual reality company Facebook acquired in 2014, may be wondering whether this was worth it.

Zuckerberg will certainly have second thoughts about it. At least, his lawyers are contemplating an appeal.

A jury found in favor of ZeniMax Media against Oculus VR and its founders for breach of contract, copyright and other violations. Faceboook had purchased Oculus for $2 billion plus stock before the lawsuit, banking on the belief that the company's virtual reality headset was the next big thing.

Attorney-Client Privilege Waived in Whistleblower Suit

As a trial winds down on a lawyer's whistleblower case for $8 million against his former employer in San Francisco, a federal judge has already decided a significant issue for in-house counsel on the attorney-client privilege.

U.S. District Court Judge Joseph Spero said that the defendant Bio-Rad waived its privilege when it disclosed documents from a related case. In administrative proceedings with the Department of Labor, attorney Sanford Wadler had alleged the company violated the Foreign Corrupt Practices Act. In the whistleblower case, the company answered with documents from the labor case that contained the allegedly confidential communications.

The judge said Bio-Rad could not use the information against Wadler as a one-sided sword, such as claims that he was fired for poor performance. The confidential information cut both ways, including email between Wadler and others about the company's alleged violations of federal laws.

Merger Blocked of Health Insurance Titans Aetna and Humana

Citing antitrust violations, a federal judge has blocked Aetna's $37 billion purchase of Humana, Inc.

U.S. District Judge John D. Bates said the deal would violate antitrust laws by reducing competition among insurers. Under the proposed merger agreement, Aetna now owes Humana a $1 billion breakup fee.

The insurance companies' lawyers scrambled Tuesday to chart out the next course of action. Aetna is considering an appeal, but also is concerned about the prospects for a pending $48 merger with Cigna Corp.

Govenrment lawyers, meanwhile, are caught mid-step in the transfer of power in Washington. The Obama administration started the ligitation against the Aetna-Humana deal, and they are waiting for a decision on the Anthem-Cigna case

General Counsel's Whistleblower Trial Proceeds Against Ex-Employer

Sun-tzu, a Chinese general and military strategist, is credited with coining the phrase about 2,400 years ago: "Keep your friends close, and your enemies closer." Sanford "Sandy" Wadler, formerly general counsel at Bio-Rad Laboratories Inc., might be feeling that about his former employer today.

Wadler, who worked for Bio-Rad for two decades, is suing the company for allegedly firing him after he blew the whistle on its conduct in China. He contends that he was forced out of his job after he advised the company about potential bribery in violation of the Foreign Corrupt Practices Act.

"If he had not made his report to the audit committee, he would have not been fired," plaintiff's attorney James Wagstaffe said in opening arguments last week.

Is Your Company's Confidentiality Agreement Illegal?

If all confidentiality agreements were truly kept confidential, it would be hard to determine if they were legally binding.

That assertion underlies a basic reason that all confidentiality agreements are not, in fact, binding. Public policy and many laws prohibit confidentiality in various areas. Indeed, some laws mandate disclosure of information that cannot be kept confidential.

Here are three types of confidentiality agreements and related problems to avoid:

Volkswagen has agreed to plead guilty to criminal charges and settle the federal investigation into its "clean diesel" emissions fraud -- for $4.3 billion in civil and criminal penalties. That comes on top of the nearly $15 billion the company has agreed to pay to consumers, making VW's emissions scandal perhaps the most costly corporate scandal ever.

But that's hardly the end of things for VW. Last week, six executives were charged with wire fraud, conspiracy, and violations of the Clean Air Act -- and more prosecutions could be coming, implicating even the company's in-house attorneys.

Google's Confidentiality Agreements Might Be Illegal, If Lawsuit Claims Are True

A Google employee claims the company has internal spies and encourages workers to report each other for violating company rules and demanding that they keep everything secret.

It's almost as good a story line as The Internship, the comedy set at Google's headquarters, except this story is not so funny. It's a lawsuit, and Google is not laughing.

"We will defend this suit vigorously because it's baseless," Google said in a statement. "We're very committed to an open internal culture, which means we frequently share with employees details of product launches and confidential business information. Transparency is a huge part of our culture."