Mergers & Acquisitions

  • July 24, 2014

    Dealmakers Q&A: Gardere's Quan Vu

    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.

  • July 24, 2014

    Valeant Files Another Complaint Over 'False' Allergan Info

    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.

  • July 24, 2014

    Dealmakers Q&A: Kramer Levin’s Howard Spilko

    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.

  • July 23, 2014

    Sen. Durbin Confronts Walgreen CEO Over Proposed Inversion

    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.

  • July 23, 2014

    Canada Telecom Co. Taking Atlantic Unit Private In $4B Deal

    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.

  • July 23, 2014

    WilmerHale Nabs Bingham Tax Pro For Boston Office

    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.

  • July 23, 2014

    Sterling Witness Undercuts Claim Medical Exams Were A Trap

    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.

  • July 23, 2014

    Quarles Adds Former Baker & McKenzie M&A Atty In Chicago

    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.

  • July 23, 2014

    Ormet Judge Nixes Union Bid To Stay $25M Plant Sale

    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.

  • July 23, 2014

    Repsol Approaches Talisman In Potential Buyout Bid

    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.

  • July 23, 2014

    Deals Rumor Mill: JPMorgan, Fox, Fullscreen

    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.

  • July 23, 2014

    Wis. High Court Dismisses Challenge To $455M Permira Buy

    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.

  • July 23, 2014

    Brazil Antitrust Watchdog OKs AT&T's $48B DirecTV Buy

    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.

  • July 23, 2014

    Bioplastics Sister Cos. Meredian, DaniMer Agree To Merge

    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.

  • July 23, 2014

    CalSTRS Urges Pepsi To Put Activist Investor On Board

    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.

  • July 23, 2014

    EU Slaps Marine Harvest With $27M Fine Over Morpol Takeover

    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.

  • July 23, 2014

    Dealmakers Q&A: Bird & Bird's Alexander Schroder-Frerkes

    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.

  • July 23, 2014

    Dealmakers Q&A: Goodwin Procter's John Haggerty

    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.

  • July 22, 2014

    Donald Sterling Sues NBA, Wife To Block $2B Clippers Sale

    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.

  • July 22, 2014

    Weil, Goodwin Advise On Yahoo's $300M Deal To Buy Flurry

    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.

Expert Analysis

  • Amid M&A Uptick, Bidders Must Heed Recent UK Code Changes

    Ilan Kotkis

    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.

  • Fla. Sets Strict Standard For Direct Shareholder Claims

    Jeffrey W. Gutchess

    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.

  • Trial-Ready In 180 Days: Prepare For SDNY's Rocket Docket

    Isaac S. Greaney

    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.

  • When You Are Responsible For Your Book Of Business

    Jennifer Topper

    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.

  • Protections Remain In Place For Ga. Officers, Directors

    J. Timothy Mast

    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.

  • An Inventive Way To Remove Pure State Court Claims

    Michael E. Blumenfeld

    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.

  • Powerful Tools For Discovery And Litigation Strategy

    Nathalie Hofman

    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.

  • Corporate Inversions Show No Signs Of Slowing Down

    Jeffrey L. Rubinger

    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.

  • Ralls Ruling Could Open Door To Other CFIUS Challenges

    Farhad Jalinous

    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.

  • PRISM Scatters Attorney-Client Privilege

    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.