Mergers & Acquisitions

  • September 17, 2014

    FCC Urged To Shut Down $49B AT&T-DirecTV Deal

    Advocacy organizations Public Knowledge and the Institute for Local Self-Reliance urged the Federal Communications Commission on Tuesday to either deny AT&T Inc.'s proposed $48.5 billion acquisition of DirecTV Inc. or approve the deal with easily verifiable conditions.

  • September 17, 2014

    Valeant Slams Allergan Doc Redactions In Insider Trading Row

    Valeant Pharmaceuticals International Inc. sought a court order Tuesday barring Allergan Inc. from redacting documents on grounds of business strategy in its insider trading suit against Valeant, alleging its takeover target is inventing a federal privilege to justify improperly withholding information.

  • September 17, 2014

    Tax Court Rules Mass. Merger Created $30M Taxable Gift

    A U.S. tax judge on Wednesday ruled a Massachusetts couple had failed to report a $29.6 million gift to their sons when their company and their sons’ business merged, but they were not liable for penalties because they relied on their lawyer's advice.  

  • September 17, 2014

    Bankrupt Refinery Owner Floats $100M EnCap Deal

    The bankrupt owner of a Texas asphalt refinery caught up in a bitter family feud unveiled plans Wednesday to sell it for $100 million to a portfolio company of private equity firm EnCap Flatrock Midstream, enough to pay off creditors in full and leave equity holders in the money.

  • September 17, 2014

    Deals Rumor Mill: Oi, Total, Verizon

    Oi SA plans to sell its 75 percent stake in Africatel Holdings BV in order to raise money to make an offer for mobile phone company TIM Participacoes SA, while Total SA has decided to put one of its offshore Nigerian oil fields on the market for as much as $2.5 billion.

  • September 17, 2014

    Comcast-TWC Deal May Hurt Content Provider Access: AAI

    The American Antitrust Institute told the U.S. Department of Justice on Tuesday that Comcast Corp.'s proposed $45 billion merger with Time Warner Cable Inc. could harm access and competition from content providers such as Netflix Inc., urging the agency to block the deal.

  • September 17, 2014

    Ex-MySpace Owner Accuses Google, News Corp. Of Collusion

    A former MySpace.com owner on Tuesday accused News Corp., which bought the social network for $580 million, Google Inc. and Ask.com’s owner of colluding to keep MySpace’s price down before the sale, claiming in a proposed class action that MySpace should have been worth $32 billion.

  • September 17, 2014

    Mentor Investors' Appeal Over $1.1B J&J Sale Tossed

    A California appeals court has ended investor litigation against Mentor Corp. over its $1.1 billion sale to Johnson & Johnson, saying the breast-implant maker's board didn't betray shareholders by choosing the $31-per-share offer, ignoring much higher estimates, because the financial context was uncertain in late 2008 when the sale was conceived.

  • September 17, 2014

    Siga Technologies Blames Ch. 11 On Appeal Bond

    Smallpox drug manufacturer Siga Technologies Inc. won’t be able to appeal a potential $232 million judgment stemming from a failed merger and subsequent licensing litigation without Chapter 11 protection, the defense contractor’s attorneys said Wednesday in New York bankruptcy court.

  • September 17, 2014

    Sky Deutschland Boards Won't Back $4.7B BSkyB Offer

    German broadcaster Sky Deutschland AG’s management and supervisory boards won’t back British Sky Broadcasting PLC’s proposed £2.9 billion ($4.73 billion) offer for 21st Century Fox Inc.'s major stake in Sky Deutschland, saying Wednesday that the deal undervalues Sky Deutschland.

  • September 17, 2014

    Ontario Teachers Buys Out Macquarie's Half Of Bristol Airport

    Macquarie European Infrastructure Fund has agreed to sell its 50 percent stake in England's Bristol Airport to co-shareholder Ontario Teachers' Pension Plan, the companies said Wednesday, giving Ontario Teachers sole ownership of the U.K.'s ninth largest airport.

  • September 17, 2014

    Auxilium Takes Poison Pill After $2.2B Endo Offer

    Auxilium Pharmaceuticals Inc. has swallowed a poison pill the day after receiving a $2.2 billion unsolicited takeover offer from pharmaceutical company Endo International PLC, rebuffing the deal on Wednesday as it pursues a merger with Canadian eye-drug maker QLT Inc.

  • September 17, 2014

    Activist Hedge Fund Wants DuPont Split Into 2 Cos.

    Accusing DuPont Co. of destroying shareholder value through bureaucratic complexity and excessive expenses, activist hedge fund Trian Fund Management LP is seeking to break up the conglomerate into two companies, promising it can double the company's value in three years.

  • September 17, 2014

    Dealmakers Q&A: Perkins Coie's Fiona Brophy

    We’ve seen a number of large, complicated deals get inked in two weeks or less — from start to finish. Competitive pressure to get deals done quickly results in a streamlined diligence process and a real no-nonsense approach to negotiating definitive documents, says Fiona Brophy of Perkins Coie LLP.

  • September 17, 2014

    Family Dollar Snubs 'Meaningless' $9.1B Dollar General Bid

    Family Dollar Stores Inc. on Wednesday spurned a sweetened $9.1 billion tender offer from rival Dollar General Corp., telling its shareholders the deal proposal was “meaningless” because it wouldn't clear an antitrust review.

  • September 17, 2014

    Dealmakers Q&A: Sheppard Mullin's Jeryl Bowers

    I think we will continue to witness rapid consolidation in the health care sector as market participants adapt to the financial mandates promulgated by the federal government and private payers. This trend shows no signs of subsiding in the U.S. or abroad, says Jeryl Bowers, chairman of Sheppard Mullin Richter & Hampton LLP's national mergers and acquisitions practice.

  • September 16, 2014

    AbbVie Investor Aims To Skunk $54B Shire Inversion

    An AbbVie Inc. shareholder launched a putative class action Monday aimed at stopping the U.S. drugmaker's planned $54 billion takeover of European rival Shire PLC, claiming the inversion deal designed to reduce corporate taxes will lead to a tax hit for investors.

  • September 16, 2014

    Chancery Won't Nix Claims Over $3B Jefferies Leucadia Deal

    A Delaware Chancery judge declined Tuesday to dismiss the investor lawsuit challenging the nearly $3 billion stock swap between Leucadia National Corp. and Jefferies Group Inc., which created a $9 billion conglomerate with real estate, health care and other holdings, saying he needed an evidentiary record before deciding.

  • September 16, 2014

    Sullivan & Cromwell Reps Endo In $2.2B Auxilium Offer

    Endo International PLC on Tuesday offered to buy men's health products company Auxilium Pharmaceuticals Inc. for $2.2 billion in cash and stock, offering $28.10 per share at a 40 percent premium to Auxilium's average closing price over the previous 30 days, Endo said.

  • September 16, 2014

    Sen. Drafts Bill To Boost Oversight Of Foreign Ag Buyout

    Sen. Debbie Stabenow, D-Mich., is drafting legislation toughening the government's oversight of foreign companies' acquisitions of U.S. food companies, amid concerns over the $7.1 billion acquisition of Smithfield Foods Inc. by China's largest pork producer, a Monday statement said.

Expert Analysis

  • Forum Selection Bylaws Are Best Considered On A Clear Day

    Michael G. O’Bryan

    An Oregon court’s decision in Roberts v. TriQuint SemiConductors Inc. shows that enacting an exclusive forum provision on a clear day, before a company sees the storm clouds of litigation on the horizon, may support the enforceability of the provision, say attorneys with Morrison & Foerster LLP.

  • Preserving The Attorney-Client Privilege In M&A

    Joseph B. Crace Jr.

    Most courts agree that parties to a merger or sale of assets must share a legal — rather than a purely commercial — “common interest” at the time the information is shared in order for no waiver of the attorney-client privilege to take place. However, there is broad disagreement on what constitutes a “shared legal interest,” say attorneys with Bass Berry & Sims PLC.

  • 8 Trends Influencing Energy Transactions

    Sean T. Wheeler

    More and more midstream companies are in need of capital to take advantage of significant infrastructure investment opportunities, which should lead to more public and private merger and acquisition activity in the midstream space along with additional initial public offerings, says Sean Wheeler of Latham & Watkins LLP.

  • OPINION: Pro Bono May Help Diversity Recruiting Efforts

    David A. Lash

    A recent Law360 article about the perennial BigLaw concern over how to recruit and retain female and ethnically diverse attorneys addressed a new approach being taken by some law firms — going beyond traditional mentoring programs by creating a sponsorship relationship. Pro bono can also play a part, say David Lash and Merle Vaughn of the Association of Pro Bono Counsel.

  • More State Courts Upholding Forum Selection Bylaws

    Melissa L. Nunez

    The recent case of Groen v. Safeway represents a clear move by California to join the growing list of states going on record to endorse the enforceability of forum selection provisions in corporate bylaws, say Robert Friedel and Melissa Nunez of Pepper Hamilton LLP.

  • How Research Efficiency Impacts Law Firm Profitability

    David Houlihan

    For a law firm, excess time dedicated to legal research generates waste, either in the form of artificially reduced billable hours or, particularly in flat or contingency fee projects, as overhead eroding the profitability of legal work. By measuring five factors, firms will begin to understand their own opportunities for improving profits, says David Houlihan of Blue Hill Research Inc.

  • Winning Strategies For Bidders In M&A Auctions

    Robert C. Hussle

    Obtaining a successful outcome when bidding in a merger and acquisition auction is a balancing act between two competing goals — winning the bid and minimizing the cost of losing, says Robert Hussle of Rogers & Hardin LLP.

  • Can EU States Do Whatever They Want To Foreign Takeovers?

    Stephen C. Mavroghenis

    The European Union competition commissioner recently cited French initiatives to block the GE-Alstom deal as an example of “worrying signals of protectionist threats.” France is not, however, to be singled out as EU member states have sought to protect their national champions for decades, relying on, among others, an EU merger provision, say attorneys with Shearman & Sterling LLP.

  • New Guidance On How MFW Operates At Pleading Stage

    Daniel H. Gold

    The Delaware Chancery Court ruling in Swomley v. Schlecht suggests that defendants will, in appropriate cases, be able to take advantage of the Delaware Supreme Court’s MFW decision at the pleading stage and obtain dismissal without the need for potentially costly discovery, say Daniel Gold and Scott Ewing of Haynes and Boone LLP.

  • Best Business Planning Practices For Lawyers

    Jenn Topper

    Each lawyer's practice is a self-run business, even within the platform of a firm, and yet the level of entrepreneurialism within the practice of law is oftentimes marginalized, says legal industry business development specialist Jenn Topper.