Mergers & Acquisitions

  • February 9, 2016

    Chancery Apt Not To Ax Suit Over ServiceMesh's $98M Earnout

    A Delaware Chancery judge indicated Tuesday that he will likely keep intact some of the lawsuit claiming the founder of cloud computing company ServiceMesh Inc. paid bribes to gain contracts that would help the company meet targets for nearly $100 million in earnout payments after Computer Sciences Corp. bought it out in 2013.

  • February 9, 2016

    Chancery Denies Partial Deal In Providence Shareholder Suit

    A Delaware vice chancellor rejected a partial settlement and $1.275 million fee award Tuesday in a shareholder suit challenging Providence Service Corp.’s $400 million purchase of Matrix Medical Group, saying too many questions still hang over insider roles in the deal.

  • February 9, 2016

    OC Register Owner Floats Exec. Bonus, Severance Plans

    The owner of the Orange County Register on Monday sought a California bankruptcy judge’s permission to implement bonuses worth up to $1.5 million for a group of executives and a severance package worth $1.8 million for the newspaper’s employees, saying that both are needed to boost morale and stem turnover.

  • February 9, 2016

    3 Firms Guide $2.4B Electric Utility Deal

    Algonquin Power said Tuesday it will pay CA$3.4 billion (US$2.4 billion) for a Missouri-based electricity provider, expanding the Canadian company's utility business in the Midwest in a deal steered by Husch Blackwell LLP, Choate Hall & Stewart LLP and Cahill Gordon & Reindel LLP.

  • February 9, 2016

    Del. Claims Over Audio Co. Stock Must Go To NY, Judge Says

    A Delaware Chancery Court judge on Monday dismissed a suit from a holder of class B shares in an audio technology maker claiming a 2014 merger triggered his right to redeem his shares, finding the suit has to be brought in New York.

  • February 9, 2016

    Barnes & Thornburg Nabs M&A Pro For Atlanta Office

    Barnes & Thornburg LLP has added more than three decades of broad business, transactions and private equity experience to its growing Atlanta office with the addition of a partner from Ballard Spahr LLP.

  • February 9, 2016

    Ex-Fox Rothschild Atty Felled By Firm Policy Violations

    Evidence that a former Fox Rothschild LLP partner violated internal policies by buying and selling stock of a publicly held client likely helped sway Pennsylvania federal jurors on Friday as they found him guilty for trading ahead of an insurance industry merger the firm helped handle.

  • February 9, 2016

    Jenner & Block Picks Up M&A Partner From Kirkland & Ellis

    Jenner & Block LLP has added a new partner to co-chair its mergers and acquisitions practice group, who joins the firm after 26 years of work in mergers and securities offerings at Kirkland & Ellis LLP, the firm announced on Monday.

  • February 9, 2016

    Latham Snags UK Antitrust Official In London

    Latham & Watkins LLP said Tuesday that it has nabbed a key member of the U.K. Competition and Markets Authority for its antitrust and competition practice in London, rounding out the group with a competition professional who wrote the book on merger control.

  • February 9, 2016

    Deals Rumor Mill: Halliburton, Volkswagen, Siemens

    Halliburton will sell multiple assets to help its $34.6 billion Baker Hughes purchase pass regulatory muster, a number of companies want to buy Volkswagen's unit that makes engines for ships or small power stations and Siemens is nearing a deal to merge its wind business with that of Gamesa.

  • February 9, 2016

    India Calls For New LafargeHolcim Divestiture Plan

    India’s competition watchdog called on Lafarge and Holcim to lock down an alternative divestiture plan, prompting the now-merged cement makers to prepare to sell its interest in Lafarge India, the company said Monday.

  • February 9, 2016

    UK Watchdog Digs Into Merger Of Aircraft Deicer Cos.

    The U.K.’s antitrust regulator revealed Monday that it was taking a harder look at the proposed merger of two companies that supply much of the aircraft deicing fluid used in Europe, citing customer concerns that the deal could stifle competition.

  • February 9, 2016

    Kirkland Aids AC Maker Daikin In $430M Air Filter Co. Buy

    Kirkland & Ellis LLP guided Japan-based air conditioner manufacturer Daikin Industries Ltd. in the $430 million purchase of air filter maker Flanders Holdings LLC from a group led by private equity firm Insight Equity Holdings LLC, the law firm said Tuesday.

  • February 9, 2016

    Terra Energy Pays $910M For Natural Gas Assets

    A Houston-headquartered oil and gas company owned by Kayne Anderson Capital Advisors LP and Warburg Pincus has agreed to pay $910 million to acquire a WPX Energy Inc. unit that controls 200,000 net acres of assets in the Piceance Basin, the companies said Tuesday.

  • February 9, 2016

    CBL-DRA Venture Acquires Raleigh Mall In $174M Deal

    Real estate investment trust CBL & Associates said Monday that it has formed a new joint venture with investment adviser DRA Advisors to take over the Triangle Town Center and Commons shopping mall in Raleigh, North Carolina, for $174 million, including debt.

  • February 9, 2016

    Fortis To Buy Electric Transmission Co. ITC In $11.3B Deal

    Fortis will buy ITC Holdings, the largest independent electric transmission company in the U.S., in a deal worth $11.3 billion, including debt, as the Canada-based electric and gas utility continues its push for growth, the companies announced Tuesday.

  • February 8, 2016

    Ex-Standard Register Brass Spared Claims Over Ch. 11

    A Delaware bankruptcy judge on Monday threw out adversary claims from the Standard Register Co. estate liquidating trust that directors played a role in tanking the company by approving the prepetition merger with debt-ridden rival WorkflowOne LLC, but will allow the trustee a second swing at their bonus compensation.

  • February 8, 2016

    Kirkland's Impartiality Challenged In Sabine Probe

    A representative for certain Sabine Oil & Gas Corp. noteholders challenged Kirkland & Ellis LLP’s impartiality with regard to the firm’s role advising an investigation into potential legal claims over the company’s ill-fated tie-up with Forest Oil during a mini-trial Monday in New York bankruptcy court.

  • February 8, 2016

    Allied Tells 9th Circ. Hospital Owes $8M In FTC Defense Costs

    Allied World National Assurance Co. urged the Ninth Circuit Monday to reverse a district court ruling that it can’t get reimbursed for nearly $8 million in defense costs from St. Luke’s Health System Ltd. in a Federal Trade Commission antitrust suit, saying the hospital is required to repay the funds.

  • February 8, 2016

    Asciano Backs Qube's Sweetened $6.4B Buyout Offer

    Asciano on Monday put its support behind a revised AU$9 billion ($6.4 billion) buyout offer from a consortium led by logistics and infrastructure company Qube, opening the door for a potential bidding war for the Australian freight logistics company.

Expert Analysis

  • OPINION: The Road To Partnership Must Keep Evolving

    Daniel L. Butcher

    In a recent Law360 article it was suggested that promotion to partner was a competition between associates and that taking maternity, paternity or family medical leave could impact an associate's chances at promotion. But this sort of ethos — which may have contributed to law firms’ success in the past — is not the best way to secure the industry's future, says Daniel Butcher, managing partner of Strasburger & Price LLP.

  • A Better Real Estate Deal Through Enviro Due Diligence

    Susan P. Phillips

    In any transaction, especially involving real estate, unless environmental due diligence is sufficient to reveal existing issues and provide a basis to determine associated costs, at least one party may end up not getting what it bargained for, says Susan Phillips at Mintz Levin Cohn Ferris Glovsky and Popeo PC.

  • Challenging An Arbitrator Ab Initio: A Primer

    Solum, Matt.jpg

    Where a perceived conflict is identified early in the process, a party may consider asking the forum overseeing an arbitration to determine whether it is appropriate for an arbitrator to serve on the panel. Despite the potential opacity of these kinds of decisions, discussions with practitioners and experience suggest that such challenges can arise from a number of situations, says Kirkland & Ellis LLP partner Matthew Solum.

  • Takeaways From A Recent Application Of Unocal Standard

    Steven Epstein

    The Delaware courts generally apply the heightened scrutiny standard under Unocal to review challenged board actions taken in response to a perceived corporate control threat. The recent case of Ebix provides another example that the courts disfavor actions that restrict the basic right of stockholders to vote, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Health Care Deal Trends Emerge From JP Morgan 2016

    Amber McGraw Walsh

    After more than 50 structured conversations with health care private equity and investment banking professionals at the recent J.P. Morgan health care conference, we can conclude that there is a deep — almost ubiquitous — interest in finding and structuring the next provider services consolidation, say attorneys with McGuireWoods LLP.

  • Navigating EU’s Ownership Unbundling Rules

    Filip Moerman

    The strict rules passed by European authorities in 2009 to curtail conflicts of interest resulting from the simultaneous holding of transmission and production interests are often perceived as stymieing energy investment. Investors will need to make a convincing case, through detailed and effective mechanics, that the risk for conflict of interest and undue influence is properly contained, say attorneys with Cleary Gottlieb Steen & Hamilton LLP.

  • When Valuations Go South For Unicorns, Other Startups

    Priya Cherian Huskins

    Those of us who have been in Silicon Valley long enough see the signs for an upcoming rash of down-round financings for some private companies, unicorns or otherwise, and many investors may decide to sell a company before all of its “inflated” value has drained. Situations like this call to mind the 2013 Trados decision — which gives insight into a board’s fiduciary duties, says Priya Cherian Huskins of Woodruff-Sawyer & Co.

  • Delaware Judges Have Been Heard

    Gregory A. Markel

    Following a string of strongly worded Delaware Chancery Court decisions, the number of lawsuits challenging public mergers dropped dramatically in 2015. With Chancellor Andre Bouchard recently delivering another major blow to disclosure-only settlements, it now cannot be denied that the judiciary’s solution to frivolous merger lawsuits will cause plaintiffs to think twice before filing weak lawsuits, say attorneys with Cadwalader W... (continued)

  • Common Interest Protection In Commercial Transactions

    Stephen Ram

    The Second Circuit's decision in Schaeffler v. U.S., which involved Schaeffler Group withholding privileged debt restructuring documents from the IRS, falls in line with an emerging consensus of jurisdictions flexibly applying the common interest doctrine to commercial and corporate transactions, says Stephen Ram of Stradling Yocca Carlson & Rauth PC.

  • The Sweet Sound Of A 363

    Steve Gubner

    The idea of a bankruptcy sale of substantially all of a firm's assets under Section 363 of the Bankruptcy Code usually brings to mind a depressed company with potential buyers waiting in the wings to buy the assets at a substantial discount. This does not have to be the case, as evident in the case of California-based DigitalSound, say Steve Gubner and Reed Bernet of Brutzkus Gubner.