Mergers & Acquisitions

  • April 24, 2015

    Former Pharma Exec Sues Inovio Over Stock Option Refusal

    A former managing director of a pharmaceutical company that merged with Inovio Pharmaceuticals Inc. in 2009 has filed a complaint in New Jersey state court against Inovio, contending he was wrongly blocked from exercising certain stock options after the merger.

  • April 24, 2015

    3 Ways Firms Can Weather A Massive Deal Collapse

    When Comcast Corp. decided to officially withdraw its $45.2 billion proposal to buy Time Warner Cable Inc. amid serious regulatory and public scrutiny, over a year of work by the companies and their attorneys seemed to go down the drain. But experts say firms can walk away from busted deals with their heads up as long as they’ve covered a few key bases.

  • April 24, 2015

    3 Takeaways From Comcast's Failed Bid For TWC

    Comcast Corp.'s $45 billion bid for Time Warner Cable Inc. on Friday became the latest deal to fall apart in the face of tough antitrust and regulatory scrutiny, underscoring the increasing importance of national markets in competition reviews, the risks of having to face off with two watchdogs at the same time and the difficulty of tackling widespread public outcry.

  • April 24, 2015

    Tall Oak Hits $850M In Financing With New EnCap Injection

    Tall Oak Midstream LLC said Thursday it is launching its second midstream company — again teaming up with private equity firm EnCap Flatrock Midstream, which put in an initial $300 million equity commitment — bringing the total financing for Tall Oak's two midstream companies to $850 million. 

  • April 24, 2015

    Del. Justices Nix Cyveillance Shareholders' $40M Bonus Bid

    The Delaware Supreme Court on Thursday ruled QinetiQ North America Operations LLC did not shortchange former shareholders of Cyveillance Inc. after it acquired the cyber tech outfit, rejecting the investors' claim that QNA purposely tried to avoid triggering up to $40 million in earn-out payments.

  • April 24, 2015

    Holland & Knight Nabs Tax Leader From McKenna Long

    Holland & Knight LLP has snagged the former head of McKenna Long & Aldridge LLP’s national tax practice who has experience in mergers and acquisitions for its growing Atlanta office, the firm announced Thursday, boosting its corporate and tax offerings in the Southeast.

  • April 24, 2015

    Biolitec's Contempt Fine Capped At $70M In IP Dispute

    A Massachusetts federal judge on Wednesday capped contempt sanctions against an affiliate of Biolitec AG at $70 million in a patent dispute, saying the amount was a “reasonable penalty” to induce the German laser company to comply with the court’s preliminary injunction forbidding it to merge with an Austrian company.

  • April 24, 2015

    BP Sells North Sea Pipeline Stake In $492M Deal

    BP PLC will sell its share of a North Sea natural gas pipeline to the line’s majority owner for £324 million ($492 million), the company announced on Thursday, in a move aimed at ensuring the infrastructure’s longevity.

  • April 24, 2015

    Mylan's Sweetened $33B Perrigo Bid Gets Spurned

    Mylan Pharmaceuticals Inc raised its bid for Perrigo Co. PLC to $32.6 billion on Friday to only again get rejected by the Irish maker of over-the-counter drugs and health products, while Mylan itself faces a hostile takeover bid by rival Teva Pharmaceutical Industries Ltd.

  • April 24, 2015

    Deals Rumor Mill: Time Warner, Alibaba, BAE Systems

    Charter Communications Inc. may soon become the latest company to try and buy Time Warner Cable Inc., while the financial affiliate of Alibaba Group Holding Ltd. is one of a few entities vying to buy a minority stake in Postal Savings Bank of China Co. for upwards of $3 billion.

  • April 24, 2015

    Carlyle Unloads French 3-D Software Co. To Astorg Partners

    Private equity giant The Carlyle Group LP said Friday that it will sell its majority stake in Metrologic Group, a developer of 3-D inspection and measurement software used in the automotive, aeronautics and energy sectors, to European buyout firm Astorg Partners for an undisclosed price.

  • April 24, 2015

    Taxation With Representation: Skadden, Kirkland, Shearman

    In this week's Taxation With Representation, Skadden Arps Slate Meagher & Flom LLP attorneys assist Nomad Holdings Ltd. with a frozen foods mega-deal, while Anchor Equity Partners and Francisco Partners Management LP make purchases of their own with help from tax counsel.

  • April 24, 2015

    Pulling Up Stakes: Paul Hastings, King & Spalding

    In this week's roundup of deal makers on the move, Paul Hastings LLP snagged a pair of private equity and mergers and acquisitions pros in Hong Kong, while both King & Spalding LLP and Baker & McKenzie LLP beefed up their Singapore offices with an energy and project finance whiz and an M&A pro, respectively.

  • April 24, 2015

    EFH Unsecured Creditors Demand Oncor Bid Access

    Unsecured creditors to Energy Future Holdings Corp. moved Thursday to force the disclosure of bids for the bankrupt power giant’s treasured stake in nondebtor Oncor Electric Delivery Co. LLC, citing an “information asymmetry” they say undercuts their negotiating position.

  • April 24, 2015

    Sempra Picks Up 78MW Wind Project From Geronimo

    Sempra U.S. Gas & Power LLC said Thursday it has acquired a 78-megawatt wind project in central Minnesota from Geronimo Energy LLC for an undisclosed amount.

  • April 24, 2015

    Electrum Looks To Raise $150M With Latest Blank Check IPO

    Natural resource investment manager The Electrum Group LLC revealed plans on Thursday to raise $150 million with an initial public offering for a new unit focused on making deals in the mining industry, adding to this year’s stream of blank check IPOs.

  • April 24, 2015

    AT&T Sells $17.5B Bonds To Help Fund DirecTV Deal

    AT&T Inc. sold $17.5 billion worth of bonds Thursday to help fund its pending $48.5 billion acquisition of DirecTV Inc. — marking the third-largest corporate debt offering ever — guided by its corporate counsel and Sullivan & Cromwell LLP for the underwriters.

  • April 24, 2015

    Simon Joins JV For Retail Portion Of $1.05B Miami Complex

    Simon Property Group has joined Swire Properties Inc. and Whitman Family Development in a joint venture currently developing the shopping component of a $1.05 billion mixed-used Miami development, the companies announced Thursday.

  • April 24, 2015

    Scholastic Sells EdTech Biz For $575M To Houghton Mifflin

    Scholastic Corp. is selling its educational technology services unit to Houghton Mifflin Harcourt for $575 million cash, the companies said Friday, as Scholastic looks to concentrate on its core children’s book publishing business.

  • April 24, 2015

    Comcast Scraps $45B Time Warner Tie-Up Amid Scrutiny

    Comcast Corp. has pulled its hotly contested $45 billion proposal to acquire Time Warner Cable Inc. off the table, Comcast said Friday, due to intense regulatory and public scrutiny leading the cable giant to believe a deal was simply not in the stars.

Expert Analysis

  • Chancery Limits Preferred Stock Mandatory Redemption

    Abigail Pickering Bomba

    The Delaware Chancery Court’s holding in TCV v. TradingScreen has increased the risk for preferred stockholders in their being able to exit investments under mandatory redemption provisions. Stockholders seeking to protect their exit rights should consider, among other things, penalty provisions triggered by nonpayment rather than default, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Ball-Rexam: Not A Typical 3-To-2 Merger

    David Balto

    It is unsurprising that the Federal Trade Commission recently issued a second request to investigate Ball Corp.’s acquisition of Rexam PLC. Along with Crown Holdings Inc., these three companies provide just over 60 percent of aluminum beverage can volume globally. But it is clear that Ball and Rexam are subject to competitive constraints not apparent from a simplistic review of market shares, say David Balto and James Kovacs of the... (continued)

  • Calculus Of Going Hostile: Recent Lessons From The Field

    David N. Shine

    Since Valeant/Pershing Square’s high-profile offer for Allergan last year, there have been 12 unsolicited, public offers by strategic bidders for U.S.-listed companies. While it is clear that these hostile bids have been exciting for deal junkies, it is equally clear that hostile bidders have been remarkably unsuccessful in ultimately acquiring their targets, say David Shine and Jordan Goldman of Paul Hastings LLP.

  • Maximizing Value In The Disposition Of Portfolio Cos.

    Stephen Fields

    Private equity sellers are looking for bidders to offer the highest price possible, and for buyers that are willing to live with their one-sided terms and conditions. But what happens frequently is that buyers will hedge their position, says Stephen Fields of Dentons.

  • How EU Competition Regulators Assess Oil And Gas M&A

    Juan Rodriguez

    The proposed acquisition of BG Group by Royal Dutch Shell highlights the importance of a thoughtful analysis of the impact of European competition law when considering a combination in the oil and gas industry. As a result of its extensive experience in the sector, the European Commission has developed a clear, detailed analytical framework to assess the competitive effects of such combinations, says Juan Rodriguez of Sullivan & Cromwell LLP.

  • 2015 Begins With A Drop In FCPA Enforcement Activity

    Marc Bohn

    The pace of enforcement under the U.S. Foreign Corrupt Practices Act has slowed considerably in 2015, with just three resolved enforcement actions during the year’s first quarter — all brought by the U.S. Securities and Exchange Commission — which represents the lowest level of enforcement to begin a year since 2006, say Marc Bohn and Austen Walsh of Miller & Chevalier Chtd.

  • Virginia's ‘Rocket Docket' Continues To Roar

    Robert M. Tata

    The Eastern District of Virginia ― known as the “Rocket Docket” ― had the fastest trial docket in the country in 2014, for the seventh year in a row. The median time interval to trial was 12.5 months. That’s compared to a nationwide average of 24.9 months to try a case, says Robert Tata, managing partner of Hunton & Williams LLP's Norfolk, Virginia, office.

  • Appraisal Rights Waivers After Halpin V. Riverstone

    Brian E. Krob

    The ability of common stockholders in Delaware corporations to prospectively waive appraisal rights has been taken for granted. However, Halpin v. Riverstone National Inc., a case decided in the Delaware Court of Chancery, questions the effectiveness of such a waiver, say Brian Krob and Kimberly Rovtar of Nixon Peabody LLP.

  • 2 Routes To Hourly Rates For Lawyers

    Gerald G. Knapton

    If we were developing a system to determine legal fees from a clean slate, we would price our professional services according to quality, efficiency and results — tasks and team would be agreed upon. Instead, we have an hourly system that discourages tight management, can lead to padded bills and includes time for work that may not have been necessary, says Gerald Knapton of Ropers Majeski Kohn & Bentley PC.

  • St. Luke's: A Major Step Back In Merger Efficiencies

    David Balto

    The Ninth Circuit’s recent St. Luke’s decision involving the vertical acquisition of a provider group by a health system in Idaho seems to severely restrict the efficiencies defense in a fashion inconsistent with the goals of antitrust law and sound enforcement policy, say David Balto and James Kovacs of the Law Offices of David Balto.