Question

Medi Corp is a corporation that deals in the manufacturing of medical devices. It has just received a patent from the U.S. Patent and Trademark Office for one of its surgical robotic knee devices. The patent is for the purpose of use in full knee replacement surgeries, which was stated on the patent’s application. For part of the manufacturing process, Medi Corp uses Tech Co. to assemble the computer components that run the robot. Tech Co. is a computer company that manufactures a lot of the computer components for several medical device companies in the U.S.

Medi Corp has been considering making a bid to acquire Tech Co. If Medi Corp acquires Tech Co., the transaction would likely be around $100 million dollars. Tech Co. is one of only three companies in the U.S. that manufactures and assembles these computer components for medical devices, and is the biggest of the three companies that offer these services, with the other two companies several million in revenue behind Tech Co. Moreover, Medi Corp. is considered a leader in medical device manufacturing in the U.S. Both companies are publicly traded companies.

Tech Co.’s board of directors are willing to approve of a merger with Medi Corp. Rebecca is on the board of directors for Tech Co. She tells her husband that he should consider purchasing Medi Corp stock. Rebecca does not tell her husband any of the confidential information of the potential merger with Medi Corp., but her husband does know that she is on the board of directors at Tech Co. and that Medi Corp is a company Tech Co. does business with. Bob is an employee of Tech Co. He has been courted by Comp Inc., one of the competitors of Tech Co.

Bob has decided to leave Tech Co. for a senior placement at Comp Inc. At Tech Co., Bob works on the manufacturing of these computer components for Medi Corp. At Comp Inc., he will be in more of a management position, determining which companies Comp Inc. should be doing business with, and managing those employees that are in the manufacturing facilities.

Please answer the following questions:

4a) Do you see any potential antitrust issues with the merger of Medi Corp and Tech Co.? Please fully explain this answer by using the appropriate U.S. statutes and any potential defenses that could be used.

4b) Do you see any potential legal issues with Rebecca and her husband if her husband purchases stock in Medi Corp before Medi Corp merges with Tech Co.? Please fully explain your answer for Rebecca’s, and her husband’s, individual situations.

4c) If Medi Corp learns that Comp Inc. is releasing a robotic surgical device for hip replacement surgery that has similar technology to its surgical robotic knee devices, does it have any recourse against Comp Inc. for patent infringement? Please fully explain your answer as to what it must prove for this complaint against Comp Inc., and any defenses Comp Inc. has against this claim. Also explain if there could be any recourse against Bob directly if Bob had originally signed a confidentiality agreement with Tech Co. when he worked for them.

Answer 1

4a) The Sherman antitrust law of 1890 proclaims that the mergers between two firms cannot be based on other trade but should be considered among themselves based on both the company policies.Federal and law states proclaim the laws between the two companies in a country.The less important company would be taken over by the more powerful company in the form of shares. The venturing of known employees in the firm is dangerous as this can lead to less output and productivity and more prices for their work. The merger between Medicorp and Techco is based on the compliance policies of both the firms. The firms should not be rivals of each other and should not have the same competing interests in the market. There should not be any court cases for justice against the firms.The firms can sell their shares for their company with freedom according to the rules and regulations of the governmental authority.

4b)Rebecca who is a member of board of directors for Techco emphasizes that her husband should buy the shares of the company as he has the potential to over take the company. This decision should be taken by arranging a meeting with the director of Techco and the director board members of Techco firm but there should not be any secret agreements and initiatives by the employees of the firm. It will not be beneficial for the organization. It should be discussed ahead with the supervisor or head of the organization regarding the capital market interests of the firm. The employees should concentrate on work and be dedicated and harworking in the firm.

4c)Comp Inc has issued a case against the Medicorp for infringement of copyright laws for the manufacture of robotic device. The company blue print and the layout plan of the electronic robotic device circuits should be discussed and defended for intellectual propriety rights (IPR), and the mother board circuit plan should be discussed for both the companies. The court panel will decide on the report of electronic engineering experts on the electronic layout plan of the robotic assembly in both the companies. It should be defended by both the companies accordingly.