Nationwide Health Properties Secures Dismissal in First-Impression Decision

Skadden scored a victory on behalf of Nationwide Health Properties when the Circuit Court for Baltimore City decided an issue of first impression under Maryland law: whether the directors of a Maryland corporation have a “duty to maximize shareholder value” in the context of a stock-for-stock merger. The class action was in connection with NHP’s recent acquisition by Ventas, in which Skadden also advised NHP. On May 27, the court, relying heavily on Delaware law, granted NHP’s motion to dismiss by deciding that “cash-out mergers and stock-for-stock mergers are different types of transactions.”