Asahi Kasei Pharma Corp. v. Cotherix, Inc.

—A company lawfully acquires a competitor. Can the activities of the two companies in anticipation of the merger constitute a conspiracy in restraint of trade under the Cartwright Act, the California antitrust statute (Bus. & Prof. Code, § 16700 et seq.)? 1 Appellant Asahi Kasei Pharma Corporation (Asahi) sued respondent CoTherix, Inc. (CoTherix), alleging that Asahi suffered damage from such a conspiracy between CoTherix and its now *4 parent company, Actelion Ltd. (Actelion). The trial court, relying on the opinion of our Supreme Court in State of California ex rel. Van de Kamp v. Texaco, Inc. (1988) 46 Cal.3d 1147 [ 252 Cal.Rptr. 221 , 762 P.2d 385 ] (Texaco), held that the Cartwright Act has no application in these circumstances and granted summary adjudication in favor of CoTherix. 2 Asahi claims this was error. We affirm.

I. Background

Asahi is a Japanese corporation which develops and markets pharmaceutical products and medical devices. One of its products is Fasudil, a Rho-kinase 3 inhibitor which Asahi sought to market for treatment of pulmonary arterial hypertension (PAH). 4 PAH is a chronic, progressive and often fatal disease, which is characterized by…