Note 21 - Commitments and Contingencies

12 Months Ended

May 31, 2012

Commitments and Contingencies Disclosure [Text Block]

21.   COMMITMENTS AND CONTINGENCIES

Lease Commitments

In the U.S., 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 U.S., 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 $3.1 million in the Successor fiscal 2012 period, $0.9 million in the Predecessor fiscal 2012 period, $4.3 million in fiscal 2011 and $3.8 million in fiscal 2010.

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, 2012 (in thousands):

Year Ending May 31:
2013	$	3,870
2014		3,174
2015		2,803
2016		2,459
2017		916
Thereafter		1,281
	$	14,503

Purchase Commitments

Purchase commitments made in the normal course of business were $23.3 million as of May 31, 2012.

Contingencies

In October 2007, the Company 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 Company has provided certain documents and information to the FTC concerning those acquisitions and concerning our product pricing activities since then.  The Company has cooperated with the FTC throughout this process. As was previously the case, at this time the Company cannot reasonably assess the timing or outcome of the investigation or its effect, if any, on its business.

Beginning in May 2009, a series of class action lawsuits was 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 actions make substantially the same allegations, and were consolidated in the U.S. District Court for the Eastern District of Pennsylvania.  In January 2012, Immucor entered into a settlement agreement with the plaintiff class representatives in these actions pursuant to which the Company paid $22.0 million into a qualified settlement trust fund in April 2012.  Under the settlement agreement, all potential class members have agreed to release the Company from the direct purchaser claims related to the products and acts enumerated in the lawsuits, and the Company is to be dismissed from the case with prejudice.  After a hearing in June 2012, the Court indicated that in September 2012, after a statutory waiting period, it would enter an order granting final approval of the settlement.  The $22.0 million is reflected in “certain litigation expenses” on our consolidated statements of operations.

Private securities litigation in the U.S. 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. In June 2011, the Court dismissed the complaint and closed the case.  In September 2011 plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Eleventh Circuit. The Company intends to 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.

A series of class action lawsuits were filed in July 2011 in connection with the Acquisition, including two lawsuits filed in the Superior Court of Gwinnett County, Georgia, captioned as Babette C. Schorsch v. Immucor, Inc., et al., Civil Action No. 11A0776-1, and Gilbert Rosenthal v. Immucor, Inc., et al., Civil Action No. 11A079463.  These actions were brought on behalf of the Company’s public shareholders against the Company, its individual directors, the Sponsor and certain of its affiliates. The actions asserted claims for breaches of fiduciary duties against our board of directors in connection with the Acquisition, and for aiding and abetting the purported breaches of fiduciary duties by the Sponsor and included allegations that the Schedule 14D-9 filed with respect to the Acquisition failed to provide certain allegedly material information. The plaintiffs sought, among other things, preliminary and permanent relief, including injunctive relief enjoining the consummation of the Acquisition, rescission of the Acquisition and costs, expenses and disbursements of the action. The Schorsch case was dismissed with prejudice in March 2012, and the Rosenthal case was dismissed without prejudice in April 2012.

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