Mergers & Acquisitions

  • December 19, 2014

    Judge Slaps Down HP's 3rd Try At Autonomy Settlement

    A California federal judge on Friday rejected Hewlett Packard Co. shareholders’ third attempt at a settlement in their derivative suit over HP's disastrous $11.1 billion Autonomy Corp. acquisition, ruling the deal’s potential release of claims was still far too broad. 

  • December 19, 2014

    Bankrupt Aereo Gets Green-Light To Stage Asset Auction

    A New York bankruptcy judge on Friday refused to halt Aereo Inc.'s plan to auction assets including intellectual property and equipment among as many as 17 potential buyers, some said to be significant competitors of broadcasters who had put on a full-court press to block the bidding.

  • December 19, 2014

    Chancery Won't Block Family Dollar Vote On $8.5B Buyout

    A Delaware Chancery judge on Friday cleared the way for Family Dollar Stores Inc.'s  upcoming shareholder vote on the board-approved $8.5 billion buyout offer from fellow discount retailer Dollar Tree Inc., rejecting a call by certain Family Dollar investors to hold up the meeting.

  • December 19, 2014

    K&L Gates Lands Deals Ace From LipoScience In NC

    K&L Gates LLP has lured a transaction pro away from her role as LipoScience Inc.'s general counsel to work as a mergers and acquisitions partner in its Raleigh, North Carolina, office, the firm said Monday.

  • December 19, 2014

    EU Approves €385M IMS-Cegedim Deal Pending Fixes

    The European Commission on Friday cleared market researcher IMS Health’s €385 million ($470.1 million) acquisition of parts of French rival Cegedim's business, conditioned on certain divestitures and agreements, concluding the revised deal doesn’t threaten competition with less choice and higher prices.

  • December 19, 2014

    Starwood Drops $1.5B In Scandinavia's Largest 2014 RE Deal

    Starwood Capital Group is buying two real estate firms, one based in Norway and one in Sweden, for a combined 11 billion Norwegian kroner ($1.49 billion), the largest real estate deal in Scandinavia this year, Starwood announced on Friday.

  • December 19, 2014

    Ally Hotfoots Out Of TARP With US' $1.3B Stake Sale

    Ally Financial Inc. said Friday that the U.S. Department of the Treasury has sold the rest of its interest in the company, raising $1.3 billion as the once-troubled auto lender exits the Troubled Asset Relief Program.

  • December 19, 2014

    Dollar General Still Talking With FTC Over Family Dollar Bid

    Dollar General Corp. said Friday that it is still in talks with the Federal Trade Commission to resolve antitrust concerns tied to its hostile $9.1 billion bid for Family Dollar Stores Inc., the rival that already agreed to sell itself to a third discount retailer.

  • December 19, 2014

    Zillow, Trulia Shareholders OK $3.5B Merger

    Online real estate listing rivals Zillow Inc.and Trulia Inc. said Thursday their respective shareholders have approved Zillow’s proposed proposed $3.5 billion stock-for-stock acquisition of Trulia as the companies await the green light from U.S. competition regulators.

  • December 19, 2014

    Taxation With Representation: Wilson Sonsini, Shearman, DPW

    In this week's Taxation With Representation, Thoma Bravo snaps up Riverbed Technology in a $3.6 billion sale, while Emerson Electric unloads its power transmissions business in a $1.4 billion deal.

  • December 19, 2014

    Cos. Looked To REIT Spinoffs To Unlock RE Value In 2014

    Against the backdrop of a midyear set of proposed regulations from the Internal Revenue Service broadening the definition of real property, companies looked this past year to separate asset-specific parts of their businesses into real estate investment trusts, and lawyers expect that trend to continue — and perhaps pick up more steam — in 2015.

  • December 19, 2014

    Enterprise Products VP Joins Norton Rose Fulbright

    A senior vice president, general counsel and secretary at Enterprise Products Partners LP is leaving the company to join Norton Rose Fulbright's corporate, securities and mergers and acquisitions practice group in Houston, the law firm announced Thursday.

  • December 19, 2014

    Gaillon Raises Club Med Offer To $1.15B In Bidding War

    The long-running bidding war for Club Mediterranee SA continued on Friday as Chinese conglomerate Gaillon Invest II raised its offer to €24.60 ($30.09) per share, hours before the deadline closed on a Dec. 5 offer of €24 per share by rival Italian investor Andrea Bonomi and his Global Resorts SAS.

  • December 19, 2014

    Plummeting Oil Prices Open Door For Distressed PE In 2015

    The market for distressed and special situation private equity investing is poised to heat up in 2015 as oil prices lingering at the lowest level in half a decade fuel concerns that a number of energy companies won't be able to meet their debt obligations, experts say.

  • December 19, 2014

    Del. Justices Nix Voting Ban On $2.9B C&J Energy-Nabors Deal

    The Delaware Supreme Court on Friday shot down a 30-day injunction barring oil field company C&J Energy Services Inc. from holding a shareholder vote on a proposed $2.9 billion merger with the hydraulic fracturing and well-sealing units of Nabors Industries Ltd., finding numerous problems with the Chancery Court decision.

  • December 19, 2014

    The Biggest M&A Moments Of 2014: First Half

    Deal makers' strong start to 2014 put the year on pace to hit high marks not seen since the financial crisis, priming the mergers and acquisitions marketplace for a long-awaited resurgence that has since taken firm hold.

  • December 19, 2014

    GI Partners Snaps Up Health Care IT Co. From OMERS

    Private equity firm GI Partners will buy Canadian health care technology company Logibec Inc. from the investment arm of the Ontario Municipal Employees' Retirement System, GI Partners said Friday.

  • December 19, 2014

    BASF, Gazprom Ditch Asset Swap Amid Sour EU-Russia Ties

    Strained relations between Russia and Europe ramped up their toll late on Thursday when Germany's BASF SE, the world's biggest chemical maker, said it had scrapped a plan to swap certain natural gas assets with Russian energy giant Gazprom OAO.

  • December 19, 2014

    Xerox Unloads Outsourcing Biz In $1B Sale To Atos

    Xerox Corp. unveiled plans late Thursday to ship its information technology unit to French tech firm Atos for just more than $1 billion, the latest deal-making move to rejigger its portfolio amid a broader restructuring effort.

  • December 19, 2014

    Thai Seafood Giant To Swallow Bumble Bee In $1.5B Deal

    Canned seafood giant Thai Union Frozen Products PCL said Friday it will deepen North American business by scooping up private equity-backed Bumble Bee Foods LLC, the maker of canned tuna and other popular products, in a deal worth $1.5 billion.

Expert Analysis

  • What Happens When Legal Aid Cuts Stimulate Pro Bono?

    Kevin J. Curnin

    The bad news coming out of the European Pro Bono Summit in November was the rising toll of heavy cuts to public legal aid in England. From this crossroad, there is a lot to be learned about the relationship between public and private assistance, the direction of legal help for the poor in the EU, and whether the American legal aid/pro bono experience offers a road map for what’s next in Europe, says Kevin Curnin of the Association ... (continued)

  • Option Deals For Biotech: Ensuring They Are Enforceable

    Brian Goldstein

    While many biotech founders and investors believe their scientific efforts will generate substantial value, big pharma is often unwilling to pay significant sums to acquire products before significant derisking is undertaken — to bridge this gap, big pharma and early-stage biotech companies have turned to option deals to accomplish their respective goals, says Brian Goldstein of Choate Hall & Stewart LLP.

  • Chancery Court Speaks To Underlying Reality of Influence

    John E. Sorkin

    In Zhongpin Inc. Stockholders Litigation, the Delaware Chancery Court found the plaintiffs had pled sufficient facts to raise an inference that company founder, chairman and CEO Xianfu Zhu was a controlling stockholder — even though he owned only 17 percent of the stock and had not controlled the directors’ decision relating to his going-private bid. A greater willingness to cooperate in the transaction would have advantaged Zhu's ... (continued)

  • Key Changes To ISS And Glass Lewis Voting Guidelines

    Teri E. O’Brien

    Proxy advisory firms Institutional Shareholder Services and Glass Lewis & Co. recently released updates to their respective voting guidelines for the 2015 proxy season. Paul Hastings LLP attorneys have mapped out the key changes.

  • FTC Centennial: How Health Care Antitrust Has Evolved

    Dionne Lomax

    In the 100 years since the Federal Trade Commission was established, the delivery of health care services — a profession some once argued should be exempt from antitrust scrutiny — has become one of the FTC's primary enforcement priorities. As the FTC embarks upon its second century, there are at least four emerging trends in health care antitrust enforcement, says Dionne Lomax of Mintz Levin Cohn Ferris Glovsky and Popeo PC.

  • 3 Questions To Ask Yourself Before Hiring Appellate Counsel

    David Axelrad

    In the classic case, a client and his attorney seek appellate counsel after the trial court proceedings are concluded. But these days, “classic cases” are few and far between — more and more, appellate lawyers assist in the trial court with preservation of the appellate record and compliance with the many technical rules of appellate procedure, says David Axelrad of Horvitz & Levy LLP.

  • What Lawyer-Novelists Learned From Being Lawyers

    Michael H. Rubin

    The consensus that emerged from my discussions with several lawyers who have become best-selling novelists is that the traits it takes to be a great lawyer are invaluable in crafting first-rate mysteries and thrillers. Both thriller authors and lawyers possess a concentrated attention to detail that allows them to create a logical framework for their story, brief or courtroom presentation, says Michael Rubin of McGlinchey Stafford PLLC.

  • Looking At Anti-Dilution Rights For Minority Stockholders

    Excerpt from Lexis Practice Advisor
    James C. Kardon

    State corporate laws usually contain anti-dilution protections for holders of common stock in the event of potentially dilutive structural transactions. Comparable protections are not generally available for holders of convertible securities, however, and therefore anti-dilution mechanisms must be set forth explicitly, say James Kardon and Don Grubman of Hahn & Hessen LLP.

  • Ralls May Give Foreign Investors More Leverage With CFIUS

    Stewart Baker

    The D.C. Circuit's opinion in Ralls Corp. v. Committee on Foreign Investment in the U.S. triggered a lot of commentary, much of which has focused on the constitutional due process headline regarding the presidential order. But another holding may be of more import — that Ralls can attack the validity of two orders issued by CFIUS prior to the presidential order, say Stewart Baker and Stephen Heifetz of Steptoe & Johnson LLP.

  • Bidder-Activist Collaboration Will Continue To Evolve

    Philip Richter

    The bidder-activist model as structured by Valeant Pharmaceuticals International and Pershing Square will probably not be generally followed. However, an alternative collaboration model would avoid the uncertainty about insider trading compliance and have other significant advantages over the Pershing Square-Valeant model, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.