Mergers & Acquisitions

  • October 24, 2014

    Commercial Services Co. Goes Private In $840M PE Sale

    Commercial services provider Digital River Inc. said Thursday it has agreed to be bought out by an investor group led by private equity firm Siris Capital Group for $840 million in cash, hoping to use the private backing to increase its business flexibility.

  • October 24, 2014

    P&G Joins Spinoff Frenzy With Plans To Split From Duracell

    The Procter & Gamble Co. on Friday became the latest household-name company to split from a big-ticket asset when it outlined plans to exit its Duracell battery business, potentially through a spinoff that would create a new publicly traded company.

  • October 24, 2014

    BREAKING: Chiquita Investors Vote Down Fyffes Inversion

    Shareholders in Chiquita Brands International Inc. on Friday voted down the banana giant's plans for a $500 million-plus merger with Ireland's Fyffes PLC, dealing a death blow to the ballyhooed tax inversion one day after a pair of Brazilian bidders surfaced with a heftier offer.

  • October 24, 2014

    Chiquita Spurns Brazilian Bid Hours Before Fyffes Vote

    Hours before a Friday shareholder vote on its planned $500 million-plus merger with Fyffes PLC, Chiquita stuck by the deal and rejected a heftier takeover bid from a pair of Brazilian suitors that for months have tried to upend the tax inversion.

  • October 23, 2014

    Sierra Railroad Nets Another $13M In Trade Secrets Case

    A California federal judge has awarded Sierra Railroad Co. an additional $13.1 million in punitive damages for Patriot Rail Company LLC's willful misappropriation of the company's trade secrets during failed merger discussions, bringing Sierra's total award in the case to $52.8 million, according to a Thursday opinion. 

  • October 23, 2014

    Pfizer Unveils Mammoth $11B Buyback Program

    Pharmaceutical titan Pfizer Inc. said Thursday it would redirect its cash stores into an eye-popping $11 billion share buyback program after its attempt at a blockbuster merger with British rival AstraZeneca PLC fell flat earlier this year.

  • October 23, 2014

    Old Mutual, Henderson Combine RE Funds Into $4.3B Vehicle

    U.K. asset manager Old Mutual Global Investors said on Thursday that it will merge its Old Mutual Property Fund with Henderson Global Investors' Henderson UK Property OEIC fund, creating a combined £2.7 billion ($4.3 billion) real estate investment powerhouse.

  • October 23, 2014

    Deals Rumor Mill: Deutsche Telekom, EnCap, Farrow & Ball

    Deutsche Telekom is seeking new parties to step up and make offers for its majority stake in U.S. wireless provider T-Mobile U.S. Inc., just months after rejecting Iliad SA's $15 billion bid, while EnCap Investments LP is looking to raise $5 billion for a new energy fund.

  • October 23, 2014

    Bankrupt Vitamin Maker Natrol Gets Nod For Nov. Auction

    A Delaware bankruptcy judge on Thursday gave Natrol Inc. the green light to hold a November auction, blessing a process that allows potential suitors to submit offers either to acquire the nutritional supplement maker's assets or refinance its debt.

  • October 23, 2014

    Southern Co., First Solar Ink $508M Deal For Calif. Plant

    Southern Co. subsidiary Southern Power will pay First Solar Inc. $508 million to acquire a 150-megawatt solar facility that will generate enough electricity to power more than 60,000 homes once it is completed, the company said Thursday.

  • October 23, 2014

    Phoebe Putney Seeks Stay Of FTC Merger Fight

    Phoebe Putney Health System Inc. has asked the Federal Trade Commission to put a hold on its efforts to force the Georgia hospital to divest a recently acquired unit after state officials indicated that certificate of need requirements might thwart the sale.

  • October 23, 2014

    ISS Again Reverses Course, Questions Chiquita-Fyffes Deal

    Top proxy adviser Institutional Shareholder Services Inc. backpedaled on its recommendation that shareholders in Chiquita Brands International Inc. support a $500 million-plus inversion with Ireland's Fyffes PLC, its second about-face on the deal this week.

  • October 23, 2014

    Kirkland & Ellis Nabs Private Equity, M&A Expert From Weil

    Kirkland & Ellis LLP has recruited a corporate partner from Weil Gotshal & Manges LLP to bolster the firm's growing private equity and mergers and acquisitions business at its New York office, the firm announced Tuesday.

  • October 23, 2014

    Raytheon Reveals Planned $400M Defense Firm Acquisition

    Defense giant Raytheon Co. intends to acquire an unspecified private defense company in a deal worth around $400 million, it said Thursday as it unveiled its third-quarter financial results, while announcing improved contract bookings that it said made it optimistic regarding the next several years.

  • October 23, 2014

    Magners Cider Maker Tries To Upend $1.2B Spirit Pubs Deal

    Spirit Pub Co. PLC said Thursday it has rejected a buyout bid from Magners Cider maker C&C Group PLC, opting instead to stick with a £723 million ($1.16 billion) deal to join forces with brewery and pub operator Greene King PLC.

  • October 23, 2014

    MAHB To Drop $360M For Complete Control Of Istanbul Airport

    Malaysia Airport Holdings Bhd. said Thursday that it plans to acquire the 40 percent stake in Turkey's Istanbul Sabiha Gokcen Airport that it doesn't already own for around €285 million ($360.4 million), solidifying it as an airport industry giant.

  • October 23, 2014

    Alibaba Rival Tencent Leads E-Shop's $350M Funding Round

    Chinese online retailer Koudai Gouwu raised $350 million in a Series C funding round, securing the biggest share of the investment, $145 million, from mobile provider Tencent Holdings Ltd., according to a statement on Koudai's microblog.

  • October 23, 2014

    Brookfield Offers $846M To Complete Stake In Developer

    Brookfield Asset Management Inc. said Thursday that it has offered to buy the remaining 30 percent of Brookfield Residential Properties Inc. that it doesn't own for $846.4 million in cash, offering $23 per share for 36.8 million shares.

  • October 23, 2014

    Q&A With Carlton Fields' Seth Joseph

    Institutional investors ask probing questions and expect specific answers. There is an art to ensuring that these disclosures do not prejudice a company’s relationship with a particular customer or business partner, says Seth Joseph, a shareholder with Carlton Fields Jorden Burt PA and former general counsel of both public and pre-IPO tech companies.

  • October 23, 2014

    Brazilian Bidders Again Boost Chiquita Bid As Vote Nears

    The Brazilian suitors seeking to upend a $500 million-plus inversion between Chiquita Brands International Inc. and Ireland's Fyffes PLC again sweetened their own all-cash takeover offer for Chiquita on Thursday, a last-ditch effort to win shareholders' support before a Friday vote.

Expert Analysis

  • Sterling Case Offers Valuable Trustee Incapacity Insight

    Shari A. Levitan

    The dispute between Donald and Shelly Sterling — resolution of which determined the control of the trust that owned the Los Angeles Clippers and whether it could be sold for a reported $2 billion — highlights the steps required for trustee removal, and raised other interesting issues as to the relevant degree of capacity required for certain actions and the time at which the measure of capacity was taken, say Shari Levitan and Stac... (continued)

  • An Associate's Perspective On Business Development

    Jason Idilbi

    Let’s face it: taking friends or acquaintances to Justin Timberlake concerts or golf at the Ocean Course is not how we as law firm associates are going to develop business. Our primary value comes not from out-of-office networking jaunts but from bearing a laboring oar for our partners. Which is why our best approach to business development is more likely from the inside out, says Jason Idilbi of Moore & Van Allen PLLC.

  • New Lessons From Rural/Metro II For M&A Parties, Advisers

    Peter J. Rooney

    The Delaware Court of Chancery’s decision this month in the case of Rural/Metro Corp. Stockholders Litigation awarding nearly $76 million in damages against a seller’s financial adviser highlights the difficult strategic questions nonsettling defendants face by proceeding alone to trial, including whether to put on trial the conduct of the settling defendants, say attorneys with Orrick Herrington & Sutcliffe LLP.

  • New Jurisdictional Issues When Moving To Quash A Subpoena

    Steven Luxton

    The Nevada federal court's recent ruling in Agincourt Gaming LLC v. Zynga Inc. is an important reminder that a nonparty wanting to challenge a civil subpoena should consider carefully the appropriate jurisdiction in which to file a motion to quash under recently enacted Rule 45, say Steven Luxton and Brad Nes of Morgan Lewis & Bockius LLP.

  • Canada's Proposed Takeover Bid Rules Are Target-Friendly

    Ralph Shay

    Newly proposed amendments to Canada's takeover bid legislation would address long-standing concerns that the current regulatory regime tilts the playing field too far in favor of hostile bidders, says Ralph Shay of Dentons Canada LLP.

  • The Impact Of Boilermakers Continues To Be Felt

    Celia Taylor

    Relying on and further strengthening the import of Boilermakers Local 154 Retirement Fund v. Chevron Corp., a recent decision in a shareholder suit involving Chemed Corp. shows the power of boards to have their say as to where intracorporate litigation will take place and who will pay for it, says Celia Taylor of Sturm College of Law at the University of Denver.

  • Who Runs My Joint Venture?

    Sean A. Bryan

    It is common for investment funds and other entities, whether in the form of a limited liability company or limited partnership, to have boards of advisers or otherwise provide for consultation with nonmanaging equity owners. The partnership or operating agreement should be explicit in granting authority, if any, or disclaiming authority, as is more customary, says Sean Bryan of Akin Gump Strauss Hauer & Feld LLP.

  • The Root Cause Of Skyrocketing Defense Costs

    Douglas W. Greene

    The costs of defending securities class actions continue to increase, and the root cause is the convergence of two related factors — the prevailing view that securities class actions are “bet the company” cases, and the consequent reflexive hiring of BigLaw firms, says Douglas Greene of Lane Powell PC.

  • What Litigators Can Learn From Novelists

    Michael H. Rubin

    Many legal briefs are written in impenetrable jargon and begin with an introduction telling the court what it already knows, using words that stem from the 18th century, such as “hereinafter.” Instead, we should approach briefs the way novelists approach their writing, says Michael Rubin of McGlinchey Stafford PLLC.

  • Start To Think About Entering China's Health Care Market

    Tim Stratford

    After the news this past July that German hospital operator Artemed had signed a framework agreement to establish the first wholly foreign-owned hospital in the Shanghai Pilot Free Trade Zone, foreign investors anxious for an opening into China’s tightly regulated health care sector may have further reason for optimism, say attorneys with Covington & Burling LLP.