I have been involved in a deal where the lawyers of one of the parties spent three hours giving comments to the first nine pages of a 100-plus page indenture. Those lawyers obtained a lot of favorable provisions for their client — up until the time their client got kicked out of the deal, says Quan Vu of Gardere Wynne Sewell LLP.
Valeant Pharmaceuticals International Inc. on Thursday filed another complaint, this time with a Canadian regulator, accusing $53 billion takeover target Allergan Inc. of making "false and misleading" statements about Valeant's business to erode support for the proposed tie-up.
Representations and warranties insurance is a powerful tool for deal professionals, and I expect the number of M&A deals using such insurance to soar in the coming years as market acceptance and demand continue to climb, says Howard Spilko, co-chairman of Kramer Levin Naftalis & Frankel LLP's corporate department.
U.S. Sen. Dick Durbin, D-Ill., on Tuesday urged Walgreen Co.'s CEO to reconsider a rumored inversion with Switzerland-based Alliance Boots that would slash Walgreen's U.S. tax obligations, issuing an impassioned letter that cast the proposed deal as a slap in the face of U.S. taxpayers.
Canada’s largest telecommunications company is taking its affiliate Bell Aliant private in a $4 billion deal that will give shareholders and 10 percent premium on their shares, the company said Wednesday.
WilmerHale has added a former Bingham McCutchen LLP attorney to its tax practice group as a partner in its Boston office, the firm said Monday.
An Alzheimer's researcher testifying for Donald Sterling on Wednesday undermined the billionaire's assertion that doctors who found him mentally incapable of running the Los Angeles Clippers should have told him he could lose the team if he failed their examinations, saying the stress could have lowered his test scores.
Quarles & Brady has snagged a mergers and acquisitions, international joint ventures, and commercial law attorney with experience practicing in Europe from Baker & McKenzie, the firm said Wednesday, in at least its second addition to the Chicago office in as many months.
A Delaware bankruptcy judge on Wednesday rejected a request to stay Ormet Corp.’s court-approved $25 million deal for a shuttered aluminum plant so a union trust could appeal the sale order, saying the debtor faced “enormous” harm if the deal didn’t close.
Talisman Energy Inc., which is restructuring amid pressure from activist investors, confirmed Wednesday that energy giant Repsol SA had approached it about “various transactions,” potentially including a buyout that could be worth $10 billion.
JPMorgan is closing in on a sale of half of its stake in the $4.5 billion portfolio of its buyout arm One Equity Partners, while cable magnate John Malone doesn't anticipate any competing Time Warner offers.
The Wisconsin Supreme Court on Wednesday dismissed a challenge to Permira Advisers LLC's $455 million purchase of education-technology company Renaissance Learning Inc., saying it had to assume Renaissance's principals were acting in good faith unless there was strong evidence to the contrary.
Brazil’s antitrust watchdog has given its approval for AT&T Inc.’s proposed $48.5 billion acquisition of satellite TV provider DirecTV Inc., finding last week that the deal would not raise competition concerns in the South American country.
Biopolymer manufacturer Meredian Inc. and sustainable, renewable and biodegradable resources company DaniMer Scientific LLC said Wednesday that they had merged under a holding company called Meredian Holdings Group Inc.
The California State Teachers' Retirement System, the largest teachers' retirement fund in the United States, has urged PepsiCo Inc. to give activist investor Nelson Peltz a slot on the soda giant's board, a fund representative confirmed Wednesday.
Marine Harvest ASA, a leading Norwegian salmon farmer, said Wednesday that it's been hit with a €20 million ($26.9 million) fine by European antitrust regulators for moving too quickly in its takeover of salmon processor Morpol ASA last year.
I think merger-related antitrust laws in the EU and Germany in particular are too strict and not conducive to smooth company takeovers. As a result, we don’t have enough global players in Europe that can compete in size with their American and Chinese competitors, says Alexander Schroder-Frerkes, head of Bird & Bird's international corporate group.
As dealmakers become more sophisticated, I suspect we will see an increase in more complicated multitransaction deals, essentially sidecar-type arrangements, where a merger could also become a restructuring, says John Haggerty of Goodwin Procter LLP.
Los Angeles Clippers owner Donald Sterling on Tuesday filed a fraud suit against the National Basketball Association, his team, and his wife, seeking to block the team’s $2 billion sale even as the Clippers' CEO warned of a "death spiral" of fleeing sponsors and talent if Sterling stays.
Yahoo Inc. said Monday it would buy mobile analytics startup Flurry Inc. for a reported $300 million, with teams from Weil Gotshal & Manges LLP and Goodwin Proctor LLP advising on either side of the deal.
Potential bids by U.S. suitors for U.K. target companies in the pharmaceutical and health care sectors seem to be a recurring theme this year, however there are consequences from unsolicited bids that must be kept in mind when dealing with the U.K. Takeover Code, says Ilan Kotkis of King & Spalding LLP.
In Dinuro Investments v. Camacho, a Florida court clarified the limited circumstances under which a corporate shareholder or limited liability company member has standing to bring a direct claim for damages relating to the company — an issue that has become more and more unsettled, say Jeff Gutchess and Justin Brenner of Bilzin Sumberg Baena Price & Axelrod LLP.
A growing trend in the Southern District of New York akin to a sua sponte rocket docket can provide defendants with an opportunity to set the tone of discovery and shift the burden and risks of the schedule to their adversaries, say Isaac Greaney and Jackie Lu of Sidley Austin LLP.
Finding prospective clients and retaining them has little to do with your legal training and expertise, and yet you have no practice without successful client acquisition and retention. There is no reason you cannot apply your basic legal training to successful sales efforts hinging upon your practice strength and experience, says independent law firm consultant Jennifer Topper.
The Georgia Supreme Court’s highly anticipated decision in Federal Deposit Insurance Corp. v. Loudermilk clarifies the protections afforded by the business judgment rule to directors and officers of banks and corporations, and proves that the “wisdom” of corporate decisions continues to be shielded from claims of ordinary negligence, say attorneys with Troutman Sanders LLP.
Nondiverse state court defendants facing purely state law claims that seek to secure federal jurisdiction should determine whether a good faith basis exists to pursue a third-party action against a federal actor in order to trigger the representative U.S. Attorney’s certification and remove such claims under the Westfall Act, say Michael Blumenfeld and Jonathan Singer of Miles & Stockbridge PC.
Analytics offer opportunities for refining both discovery strategy and overall litigation strategy by providing information to support better informed decisions. As an added bonus, they can result in significant cost savings, say Nathalie Hofman and Carolyn Southerland of Huron Consulting Group Inc.
Inversions are especially popular these days for pharmaceutical and biotechnology companies, where most of the value of the company is found in intangible assets, but it has been indicated that the heightened pace may prompt Congress to act on a measure quickly, says Jeffrey Rubinger of Bilzin Sumberg Baena Price & Axelrod LLP.
Companies have long been hesitant to challenge the Committee on Foreign Investment in the United States because of the broad discretion given to the executive branch on issues of national security, but the D.C. Circuit ruling in Ralls Corp.’s suit against the committee calls into question the breadth of CFIUS’ authority, say attorneys with Kaye Scholer LLP.
Any attorney sending or storing confidential client information or privileged communications via the cloud may be knowingly exposing those communications to scrutiny by the U.S. government via programs such as the National Security Agency’s PRISM — and arguably, even waiving any claim of privilege as a result, say attorney Thomas Mullaney and Vaultive CEO Elad Yoran.