Mergers & Acquisitions

  • November 25, 2014

    Chancery Judge Rejects Bid To Block Tibco Buyout Vote

    A Delaware Chancery judge on Tuesday declined to delay an upcoming vote by Tibco Software Inc. shareholders on the proposed $4 billion-plus buyout by private equity firm Vista Equity Partners, finding an announcement that accidentally inflated the deal's equity value by $100 million did not affect the underlying terms.

  • November 25, 2014

    Deals Rumor Mill: BT Group, Bayer, Clarksons

    BT Group is in discussions with Telefonica SA concerning a potential $17 billion deal that would see BT buy back the O2 cellular network unit it sold off a decade ago, while Bayer AG is exploring the possibility of selling its diabetes device business for up to $2.49 billion.

  • November 25, 2014

    Graco Tells 8th Circ. Spray Foam Antitrust Suit Untimely

    Graco Inc. on Monday urged the Eighth Circuit to affirm a decision to toss a putative class action that accused the company of buying two rivals in order to dominate the spray foam equipment market, saying the judge correctly found the case untimely and did not allege injury.

  • November 25, 2014

    Billions In Debt Issued As FCC Spectrum Bids Exceed $37B

    The Federal Communications Commission has raised $37 billion on its auction of wireless frequencies as of Tuesday afternoon, more than double its target in the first nine days, with telecoms issuing billions in debt to pay for it.

  • November 25, 2014

    M&A MVP: Weil Gotshal's Keith Flaum

    Weil Gotshal & Manges LLP partner Keith Flaum is a regular fixture in the technology transactional space, guiding such blockbuster deals as Facebook Inc.'s $16 billion buy of WhatsApp Inc. and Oracle Corp.'s $5.3 billion acquisition of Micros Systems Inc., earning him a spot on Law360’s list of M&A MVPs.

  • November 25, 2014

    Griffin Capital, Signature REITs To Merge Into $3B Company

    California-based Griffin Capital Essential Asset REIT Inc. will merge with Signature Office REIT Inc. in a stock-for-stock deal that creates an approximately $3 billion real estate investment trust with a combined 15.2 million square feet of office and industrial assets, the REITs announced Monday.

  • November 25, 2014

    CorEnergy Funnels $125M Into Mo. Pipeline Co. Buy

    CorEnergy Infrastructure Trust Inc. on Tuesday completed its $125 million acquisition of a Missouri natural gas pipeline company from its private equity backer with cash from a fresh secondary offering as it looks to diversify its holdings with exposure to the long-haul natural gas pipeline segment.

  • November 25, 2014

    G4S Government Solutions Sells For $135M To PE Owner

    G4S Government Solutions, an arm of the security company G4S Group, on Tuesday said it's being sold to an unnamed private equity buyer for $135 million, at which point it will be renamed Centerra Group LLC and will focus on providing protective services to the federal government.

  • November 25, 2014

    Morgan Lewis 'Bled' Philly Papers For Fees, Suit Says

    The parent company of Philadelphia’s two major daily newspapers accused Morgan Lewis & Bockius LLP on Monday of improperly siding with one faction in a bitter ownership dispute that erupted in court in 2013, resulting in the company being “bled” for more than $800,000 in legal fees.

  • November 25, 2014

    PE Exits To Remain Strong Next Year, Report Says

    Private equity players expect the number of portfolio company exits to continue to soar next year as all three of the industry’s exit avenues — public offerings, secondary buyouts and strategic sales — remain wide open for the first time since the economic crisis, according to a Tuesday report from industry research group MergerMarket.

  • November 25, 2014

    Steinhoff Puts Up $5.7B For PE-Backed Retailer Pepkor

    Steinhoff International Holdings Ltd. said Tuesday that it will buy a huge stake in private equity-backed discount retailer Pepkor for 62.8 billion South African rand ($5.7 billion) cash and stock, enlarging the expansion-minded furniture seller’s footprint in Africa and beyond.

  • November 25, 2014

    Visteon Confirms It's In Talks To Sell JV Stake To PE Firm

    Visteon Corp. on Tuesday confirmed recent reports that it is in talks to sell its majority stake in Halla Visteon Climate Control Corp. to South Korean private equity firm Hahn & Co., but offered no comment on the reported $3.6 billion price tag.

  • November 25, 2014

    Kirkland Reps Vista In $1.1B Deal For Health Software Co.

    Kirkland & Ellis LLP helped guide private equity firm Vista Equity Partners in a deal to buy out Advanced Computer Software Group, a British health care and business software maker, for £725 million ($1.14 billion), the company said Tuesday.

  • November 24, 2014

    C&J Energy Investors' Vote On $3B Nabors Unit Merger Frozen

    A Delaware Chancery Court judge on Monday agreed to temporarily bar C&J Energy Services Inc. investors from voting on a proposed $2.9 billion merger between the oil field company and the hydraulic fracturing and well-sealing units of Nabors Industries Ltd., and he directed C&J to seek out buyers during the 30-day freeze.

  • November 24, 2014

    Dr Pepper, Smucker, Altria Have Spinoff Potential: Report

    Dr Pepper Snapple Group, J.M. Smucker Co., tobacco giant Altria Group Inc., Time Warner Inc. and toymakers Mattel Inc. and Hasbro Inc. are among 35 S&P 500 companies that Credit Suisse analysts say have the potential to launch spinoffs to create shareholder value.

  • November 24, 2014

    Hedge Fund Calls For Vote On Yanzhou's $2.3B Yancoal Deal

    Hedge fund manager Senrigan Capital Management Ltd. is pressing Australian regulators to require a shareholder vote on Chinese-owned Yancoal Australia Ltd.’s $2.3 billion bond sale in a bid to block a potential takeover by Yancoal parent Yanzhou Coal Mining Co. Ltd., according to a Monday statement.

  • November 24, 2014

    Chinese PE Firm Grabs Stake In Aussie Miner Paladin

    China-focused private equity firm Hopu Clean Energy is investing AU$61 million ($52 million) in Australian uranium company Paladin Energy, part of plans by the miner to raise AU$205 million through new stock to help pay debt and position itself for surging uranium demand. 

  • November 24, 2014

    Fosun Plans $286M Listing For Chinese Iron Ore JV

    Fosun International, the Hong Kong-based investment firm, plans to raise $286.5 million in funds by listing Hainan Mining, its iron ore mining joint venture, on the Shanghai stock exchange, part of its plan to spin off the venture, the company announced Monday.

  • November 24, 2014

    Deals Rumor Mill: Glencore, Actavis, Stryker

    Glencore PLC is closing in on a deal to take over mining giant Rio Tinto Group in a deal that would create a mining mammoth worth about $160 billion, while layoffs are on the horizon in the wake of Actavis PLC's recent $66 billion purchase of fellow drugmaker Allergan Inc.

  • November 24, 2014

    Lowenstein Nabs DOJ Antitrust Vet To Beef Up DC Office

    Lowenstein Sandler LLP has named a U.S. Department of Justice veteran to its antitrust and trade regulation practice in Washington, D.C., bolstering the firm’s ability to provide mergers and acquisitions counsel to private equity, hedge fund and venture capital clients.

Expert Analysis

  • Remembering Doar: Justice As A 4-Letter Word

    Kevin J. Curnin

    John Doar ran the U.S. Justice Department's Civil Rights Division at perhaps the most chaotic and pivotal time in its history. His passing earlier this month is an occasion for lawyers everywhere to marvel at just how impactful one attorney can be. He didn’t just preside at a historic time, he calmly and coolly shaped it, says Kevin Curnin of the Association of Pro Bono Counsel.

  • Ordinary Course Of Business After An Extraordinary Event

    Neil Whoriskey

    In light of Vice Chancellor Sam Glasscock’s decision in Cooper Tire & Rubber Co. v. Apollo (Mauritius) Holdings, and in particular, the impact of an unqualified obligation to operate in the ordinary course, merger targets may seek more flexibility to respond to extraordinary events that occur following the signing of a merger agreement, say attorneys with Cleary Gottlieb Steen & Hamilton LLP.

  • DOJ Is Moving Away From The Halliburton Opinion

    Charles Duross

    The U.S. Department of Justice recently issued its second Foreign Corrupt Practices Act opinion release of 2014. The DOJ's conclusion that the acquisition of a company does not create FCPA liability where none existed before is both unsurprising and entirely consistent with the FCPA resource guide, but perhaps more interesting than what the DOJ said is what the DOJ did not mention — the Halliburton opinion, say attorneys with Morri... (continued)

  • New ESG Considerations For Private Funds

    Scott W. Naidech

    Evidence demonstrates that there is an increasing focus on environmental, social and governance issues in the private equity industry based in part on investor demands and general public pressure for increased accountability and transparency. In response, frameworks and industry standards for ESG investing are emerging, says Scott Naidech of Chadbourne & Parke LLP.

  • Differentiate Your Litigation Practice With Data Security

    Jennifer Topper

    Despite the significant tilt toward technology in how litigation is now conducted, many senior lawyers still delegate tech-related issues to e-discovery specialists or associates at their firms. This is a missed opportunity not just for client development, but also for shaping the way the firm and lawyer are seen in the eyes of corporate counsel, says legal industry business development specialist Jenn Topper.

  • Halliburton, Baker Hughes Prepared For Antitrust Scrutiny

    Dionne Lomax

    The Halliburton-Baker Hughes merger agreement is an illustrative example of various antitrust risk-shifting mechanisms. Meanwhile, Halliburton’s agreement to pay a substantial breakup fee could be an indication that it is confident the deal can secure antitrust clearance, says Dionne Lomax of Mintz Levin Cohn Ferris Glovsky and Popeo PC.

  • Wind River Case May Signal Change For Encryption Exports

    Grayson Yeargin

    The recent settlement between the U.S. Department of Commerce’s Bureau of Industry and Security and Wind River Systems Inc., a subsidiary of Intel Corp., may indicate that BIS is tightening the reins on encryption exports. It is also a cautionary tale for companies engaging in mergers and acquisitions with exporters of software products containing encryption, say Grayson Yeargin and Emily Crandall Harlan of Nixon Peabody LLP.

  • The Print Room: How To Spend Less And Get More

    Senthil Rajakrishnan

    Our estimates indicate that some law firms spend up to $8,000 per attorney each year on print-related costs. Although we live in a digital world, hard copy printing will remain an important part of business for years to come. Changing technology, however, offers opportunities to improve efficiencies and save money, say Senthil Rajakrishnan and Ryan Mittman of HBR Consulting LLC.

  • The DOJ's Drastic Remedy For Gun-Jumping

    Barbara T. Sicalides

    For the first time since 2010, the U.S. Department of Justice's Antitrust Division, as part of a settlement, required a disgorgement remedy in a civil antitrust action, and made a point of predicting that disgorgement would deter parties from engaging in anti-competitive conduct during the pendency of a transaction often known as “gun-jumping,” say Barbara Sicalides and Isla Long of Pepper Hamilton LLP.

  • Dewey Partner Clawback Ruling May Hurt New York Law Firms

    Evan C. Hollander

    Unless the recent ruling in the Dewey & LeBoeuf LLP bankruptcy case is overturned on appeal or the New York Legislature amends the state’s fraudulent transfer and partnership laws, partners of New York firms will bear greater risk if their firms fail than will members of many non-New York partnerships. This risk factor might even affect decisions by prospective lateral partners about which firms to join, say attorneys with Arnold & Porter LLP.