Note 17. Commitments and Contingencies

12 Months Ended

May 31, 2011

Commitments and Contingencies Disclosure [Text Block]

17. COMMITMENTS AND CONTINGENCIES

Lease Commitments

In the United States, the Company leases office, warehousing and manufacturing facilities under several operating lease agreements expiring at various dates through fiscal 2017 with a right to renew for an additional term in the case of most of the leases. Certain of these leases contain escalation clauses. Outside the United States, the Company leases foreign office and warehouse facilities under operating lease agreements expiring at various dates through fiscal 2019. The total leasing expense for the Company was $4.3 million in fiscal 2011, $3.8 million in fiscal 2010 and $3.7 million in fiscal 2009.

The following is a schedule of approximate future annual lease payments under all operating leases that have initial or remaining non-cancelable lease terms as of May 31, 2011 (in thousands):

Year Ending May 31:
2012	$	2,905
2013	$	2,623
2014	$	2,263
2015	$	2,095
2016	$	2,010
Thereafter	$	318
	$	12,214

Purchase Commitments

Purchase commitments made in the normal course of business was $15.1 million as of May 31, 2011.

Contingencies

In October 2007, we reported that the Federal Trade Commission (“FTC”) was investigating whether Immucor violated federal antitrust laws or engaged in unfair methods of competition through three acquisitions made in the period from 1996 through 1999, and whether Immucor or others engaged in unfair methods of competition by restricting price competition.  The FTC letter requested that we provide certain documents and information to the FTC concerning those acquisitions and concerning our product pricing activities since then.  In July 2008, the FTC formalized its document and information requests into a Civil Investigative Demand (“CID”) and also required us to provide certain additional information within the same general scope of its previous requests. The FTC has also required that we provide to them the documents we provided to the Department of Justice (see below). We have been cooperating with the FTC and we intend to continue cooperating, and we are assured that the issuance of a formal CID does not indicate any dissatisfaction with our cooperation. As was previously the case, at this time we cannot reasonably assess the timing or outcome of the investigation or its effect, if any, on our business.

In April 2009, we received a subpoena from the United States Department of Justice, Antitrust Division (“DOJ”), requiring us to produce documents for the period beginning September 1, 2000 through April 23, 2009, pertaining to an investigation of possible violations of the federal criminal antitrust laws in the blood reagents industry. On November 8, 2010, we announced that the DOJ had informed us that it had closed its investigation.  The investigation was closed with no further action taken on the part of the DOJ.

Beginning in May 2009, a series of class action lawsuits has been filed against the Company, Ortho-Clinical Diagnostics, Inc. and Johnson & Johnson Health Care Systems, Inc. alleging that the defendants conspired to fix prices at which blood reagents are sold, asserting claims under Section 1 of the Sherman Act, and seeking declaratory and injunctive relief, treble damages, costs, and attorneys’ fees.  All of these complaints make substantially the same allegations. The cases have been consolidated in the United States District Court for the Eastern District of Pennsylvania.  In August 2010 the United States District Court for the Eastern District of Pennsylvania denied, in part, Motions to Dismiss for failure to state a cause of action and a Motion to Stay Discovery filed by the Company and co-defendant Ortho-Clinical Diagnostics, Inc. The defendants filed a Motion for Reconsideration or for Certification for Interlocutory Appeal with respect to the Court’s order on defendants’ motion to dismiss, and that motion was denied in December 2010.  Discovery has now commenced in this litigation.  No determination has been made whether any of the plaintiffs’ claims have merit or should be allowed to proceed as a class action. We intend to vigorously defend against these cases. At this time we cannot reasonably assess the timing or outcome of this litigation or its effect, if any, on our business.

Private securities litigation in the United States District Court of North Georgia against the Company and certain of its current and former directors and officers asserts federal securities fraud claims on behalf of a putative class of purchasers of the Company's Common Stock between October 19, 2005 and June 25, 2009.  The case alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, by failing to disclose that Immucor had violated the antitrust laws, and challenges the sufficiency of the Company’s disclosures about the results of FDA inspections and the Company’s quality control efforts. On June 30, 2011, the District Court granted the defendants' motion to dismiss the complaint and closed the case.  Plaintiff could challenge that result, but has not done so as of July 20, 2011.  The Company will defend the case vigorously if it is reinstated. At this time, the Company cannot reasonably assess the timing or outcome of this litigation or its effect, if any, on its business.

On July 12, 2011, a purported shareholder of the Company filed a putative class action lawsuit in the Superior Court of Fulton County, Georgia, captioned as Hillary Kramer v. Immucor, Inc., et al., Civil Action No. 2011CV203124.  The action was brought on behalf of public shareholders of the Company and names as defendants Immucor, the individual directors of the Company, and TPG Capital and certain of its affiliates.  The action asserts claims for breaches of fiduciary duties against the Company’s board of directors in connection with the proposed previously-announced transaction with TPG, and for aiding and abetting the purported breaches of fiduciary duties by the TPG defendants.  The plaintiff seeks, among other things, preliminary and permanent relief, including injunctive relief enjoining the consummation of the proposed transaction, rescission of the proposed transaction to the extent it is consummated prior to the entry of a final judgment, and costs, expenses and disbursements of the action.  At this time, the Company cannot reasonably assess the timing or outcome of this litigation or its effect, if any, on its business.

On July 15, 2011, a second putative class action challenging the proposed transaction was filed by a purported shareholder of Immucor.  This action was filed in the Superior Court of Gwinnett County for the State of Georgia, and is captioned as Babette C. Schorsch v. Immucor, Inc., et al., Civil Action No. 11A0776-1.  The action is brought on behalf of public shareholders of Immucor and names as defendants Immucor, the individual directors of Immucor, two Immucor executive officers, and TPG Capital and its affiliates.  The action asserts claims for breaches of fiduciary duties against the Immucor board of directors in connection with the proposed transaction, and for aiding and abetting the purported breaches of fiduciary duties by the TPG defendants.  The plaintiff seeks, among other things, injunctive relief enjoining the consummation of the proposed transaction, rescission of the proposed transaction to the extent it is consummated prior to the entry of a final judgment, and costs, expenses and disbursements of the action.  At this time, Immucor cannot reasonably assess the timing or outcome of this litigation or its effect, if any, on its business.

On July 18, 2011, a third putative class action challenging the proposed transaction was filed by a purported shareholder of Immucor.  This is the second case filed in the Superior Court of Fulton County for the State of Georgia, and is captioned as Allan Pillay v. Immucor, Inc., et al., Civil Action No. 2011CV203339.  The action is brought on behalf of public shareholders of Immucor and names as defendants Immucor, the individual directors of Immucor, and TPG Capital and its affiliates.  The action asserts claims for breaches of fiduciary duties against the Immucor board of directors in connection with the proposed transaction, including that the Immucor’s Schedule 14D-9 is misleading or incomplete, and a claim for aiding and abetting the purported breaches of fiduciary duties by the TPG defendants.  The plaintiff seeks, among other things, a declaration that the action is maintainable as a class action, preliminary and permanent relief, including injunctive relief enjoining the consummation of the proposed transaction and rescission of the proposed transaction to the extent it is consummated prior to the entry of a final judgment, and costs, expenses and disbursements of the action.  At this time Immucor cannot reasonably assess the timing or outcome of this litigation or its effect, if any, on its business.

Other than as set forth above, we are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.  However, from time to time, we may become a party to certain legal proceedings in the ordinary course of business.