Mergers & Acquisitions

May 16, 2012
DLA Piper Adds DC Corporate Vet From Arnold & Porter

A cross-border mergers and acquisitions attorney with a subspecialty in government contracts and international transactions for private defense companies has left Arnold & Porter LLP and joined DLA Piper as a partner in its Washington office, the firm said Monday.
May 16, 2012
Hicks Trust Forms $675M Venture With Paper Co. Appleton

Texas entrepreneur Thomas O. Hicks' special purpose acquisition trust has agreed to form a $675 million joint venture with Wisconsin chemicals and paper products company Appleton Papers Inc., the companies announced Wednesday.
May 16, 2012
Poland Plans Individual Antitrust Fines, Upped Leniency Program

Polish officials proposed Wednesday to institute antitrust fines for individuals and create settlement and enhanced leniency programs for cartel offenders, part of a broader overhaul to the country's competition law that would also create a two-part merger review process.
May 16, 2012
Linklaters Aids Investor Group In $4B E.ON Gas Network Buy

Utility giant E.ON AG has sold Germany's largest transregional natural gas distribution system for €3.2 billion ($4 billion) to a consortium of infrastructure investors led by Australian bank Macquarie Group Ltd., the companies announced Wednesday.
May 16, 2012
$140M Certiport Buy Stretches Pearson's Assessment Arm

Pearson PLC, the world's biggest testing and education publishing company, has paid $140 million to Spire Capital Partners LLC for online certification exam provider Certiport Inc. in a bid to further expand Pearson's already-global reach, the learning company said Wednesday.
May 16, 2012
India's Piramal Pays $635M For US Health Data Co.

India's Piramal Healthcare Ltd. is buying U.S. health data company Decisions Resources Group for $635 million, it said Wednesday, continuing its overseas hunt for higher-tech products a month after picking up a research and development unit from Germany's Bayer AG.
May 16, 2012
K&L Gates Adds RE, Corporate Partners In Moscow

A former Salans LLP real estate and construction partner and a general counsel who advised on mergers and acquisitions for Russian investment bank Aton Capital Group have joined K&L Gates LLP as partners in the firm's Moscow office, K&L Gates said Wednesday.
May 16, 2012
GE Digs Into Underground Mining With 2 Equipment Cos.

By the end of the year, General Electric Co. will have closed deals for two underground mining equipment manufacturers in an effort to take a bite out of the $61 billion global mining equipment industry, GE said Tuesday.
May 16, 2012
Freshfields Counsels Cerberus In German Apartment Co. Buy

Cerberus Capital Management LP has purchased the assets of a financially distressed German apartment owner out of receivership and restructured nearly $1.3 billion in debt for the company, the private fund giant said Wednesday.
May 15, 2012
Ex-Partner Says Troutman Shafted Him Over $20M MetCap Fee

A former Troutman Sanders LLP partner accused the firm Monday of improperly releasing his signature to allow a merger agreement amendment depriving boutique investment bank MetCap Securities LLC of a $20 million fee for advising on a $2 billion acquisition of a nursing home operator.
May 15, 2012
ProMedica Knew Of FTC Merger Probe, Insurer Tells 6th Circ.

A unit of OneBeacon Insurance Group Ltd. told the Sixth Circuit on Monday that it wasn't obligated to cover defense costs in antitrust litigation challenging a merger involving ProMedica Health System Inc. because ProMedica failed to report the potential claim on time.
May 15, 2012
Tronox Trial Opens With Tales Of Doomed-To-Fail Co.

The years-in-the-making trial between a Tronox Inc. litigation trust and former Tronox parent Kerr-McGee Corp. kicked off Tuesday in New York bankruptcy court, with attorneys for both sides sparring over whether a 2006 spinoff of the debtor constituted a fraudulent transfer.
May 15, 2012
PE-Backed Group Bids $1.25B For Aussie Pipeline Co.

The battle for Australian gas pipeline owner Hastings Diversified Utilities Fund Ltd. heated up Tuesday, when a private equity-backed investor group offered $1.25 billion in cash, one-upping an offer from rival pipeline owner APA Group.
May 15, 2012
Avon Stock Skids After Coty Yanks $10.6B Buyout Bid

Struggling cosmetics giant Avon Products Inc. continued to founder Tuesday after failing to meet rival Coty Inc.'s deadline to open discussions in a $10.6 billion takeover bid, a move analysts said could cost the sinking company time and money.
May 15, 2012
Paul Weiss Pilots KPS' ThyssenKrupp Foundry Buy

New York private equity firm KPS Capital Partners LP extended its six-month buying spree with a deal to acquire the largest independent iron foundry in the world from German materials and technology conglomerate ThyssenKrupp AG, according to an announcement Tuesday.
May 15, 2012
Kelley Drye Grabs SEC Veteran For NY Corporate Practice

A veteran corporate mergers and acquisitions attorney who most recently spent two years working for the U.S. Securities and Exchange Commission has joined Kelley Drye & Warren LLP as a partner in the firm's New York office, Kelley Drye said Tuesday.
May 15, 2012
Alston Adds Dorsey Investment, Corporate Atty In Calif.

A veteran Silicon Valley corporate mergers and acquisitions partner, considered a top venture capital attorney, has joined Alston & Bird LLP from Dorsey & Whitney LLP, Alston & Bird said Monday.
May 15, 2012
UPMC Says West Penn Merger Warrants Stay Of Antitrust Suit

The University of Pittsburgh Medical Center on Monday asked a Pennsylvania federal judge to stay an antitrust suit brought by West Penn Allegheny Health System due to a pending $475 million acquisition of West Penn by insurer Highmark Inc.
May 15, 2012
News Corp. Buys 20% Stake In Chinese Film Co.

Rupert Murdoch's News Corp. has expanded its Asian presence by purchasing a 20 percent equity stake in Chinese film company Bona Film Group Ltd. directly from its CEO, Bona Film said Monday.
May 14, 2012
Platte River Deals Away Aerospace, Defense Unit

Denver-based Platte River Ventures has unloaded its aerospace and defense arm, sending the flight components maker to another private equity firm, according to an announcement Monday.

Expert Analysis

State Of The Tax Equity Market: Part 3

Parts 1 and 2 of this series followed the discussion of a group of veteran tax equity investors — including managing directors at Bank of America, JPMorgan Capital Corp., Citigroup, Credit Suisse and consultancy CP Energy — regarding wind energy project financing in the tax equity market. Moderated by Keith Martin of Chadbourne & Parke LLP, the final article in this series covers life after 1603, new issues in deals and lessons learned.
Unclaimed Property In M&A Deals: Unwelcome Surprises

A target company’s historical compliance with unclaimed property laws is an important, but often overlooked, area for due diligence in M&A transactions. There are various ways for the buyer to control or limit its potential exposure, say Marc Musyl, Sarah Seedig and Jonathan Lessner of Greenberg Traurig LLP.
Weathering Management Conflicts In Acquisitions

Two recent Delaware Chancery Court decisions — In re El Paso Corp. Shareholders Litigation and In re Delphi Financial Group Shareholder Litigation — counsel vigilance in policing potential management conflicts in acquisitions, but both may have practical significance only when there are other, competitive bidders in the mix, say Michael Gass and Jennifer Tracy of Choate Hall & Stewart LLP.
Where Rubber Hits Road: Examples Of Alternative Fees

Creating new approaches to fee agreements is something to embrace rather than fear — and when structured and managed correctly, it can be financially advantageous. Take, for example, fixed-fee arrangements, result-based billing and portfolio billing, say Bill Rudnick and Keith Maziarek of DLA Piper.
State Of The Tax Equity Market: Part 2

Picking up where part 1 of this series left off, a group of veteran tax equity investors — including managing directors at Bank of America, JPMorgan Capital Corp., Citigroup, Credit Suisse and consultancy CP Energy — continue discussing the state of the wind energy market. Moderated by Keith Martin of Chadbourne & Parke LLP, part 2 of this discussion covers deal structures, layers of capital and pay-go structures.
Predictive Coding — Putting The Cart Before The Horse

Many providers and pundits may focus on the Kleen Products LLC v. Packaging Corporation of America case currently pending in Illinois as proof of either judicial acceptance or rejection of predictive coding. But the need for parties to act reasonably in litigation and e-discovery trumps any debate over the use of new technologies, says Christina Zachariason of Navigant Consulting Inc.
State Of The Tax Equity Market: Part 1

Many renewable energy projects in the United States are financed in the tax equity market. Recently, a group of veteran tax equity investors — including managing directors at Bank of America, JPMorgan Capital Corp., Citigroup, Credit Suisse and consultancy CP Energy — shared their insight into the state of the wind energy market in a discussion moderated by Keith Martin of Chadbourne & Parke LLP.
MOFCOM's 'Fusion' Approach To Chinese Merger Control

We often hear about how China’s merger review “diverges” from other jurisdictions. But China's Ministry of Commerce is merely doing its homework. Similar to “fusion” cuisine, MOFCOM practices “fusion” merger control, blending its mandate under the Anti-Monopoly Law, and the antitrust theories of other jurisdictions, says Becky Koblitz of Sheppard Mullin Richter & Hampton LLP.
Buyer, Beware: Pitfalls Of Purchasing Bankrupt Assets

Section 363(f) of the U.S. Bankruptcy Code permits the sale of property of a bankrupt estate “free and clear” — but even a well-crafted Section 363(f) sale order that expressly negates all factors relating to state successor liability laws is not a sure bet against the future claimants pursuing the purchaser of the bankrupt assets, say Paige Ellerman and Beth Schneider Naylor of Frost Brown Todd LLC.
Operationalizing Law Department Performance Metrics

Defining meaningful metrics is merely the first step in instituting a successful performance measurement program. Creating the mechanisms and plan to operationalize the collection and generation of metrics is the next step, says Rebecca Thorkildsen of HBR Consulting LLC.