Mergers & Acquisitions

  • September 30, 2014

    Samsung IT Unit Set For $1.1B IPO As Parent Restructures

    Samsung SDS Co. Ltd., the information technology services unit of Samsung Group, set terms Tuesday for an up to 1.16 trillion won ($1.1 billion) initial public offering as it seeks to expand overseas amid parent Samsung Group’s high-profile restructuring.

  • September 30, 2014

    $1.8B Alios Sale Marks Latham's 2nd Major Deal This Week

    Latham & Watkins LLP cemented its strong start to the week with its second billion-dollar deal in as many days, saying Tuesday that it steered viral disease specialist Alios BioPharma Inc. to its $1.75 billion sale to a Johnson & Johnson drug-development unit.

  • September 30, 2014

    AbbVie CEO Says New Rules Won't Derail $54B Shire Inversion

    Tougher standards for inversion deals introduced by the U.S. government last week threaten to upend controversial tax-motivated M&A plays already on the table, but AbbVie Inc. says a historic $54 billion deal to unite it with British drugmaker Shire PLC is still on track despite the crackdown.

  • September 30, 2014

    News Corp. To Pay $950M For Online Real Estate Co.

    News Corp. said Tuesday that it has agreed to buy online real estate network Move Inc. in an all cash deal valued at $950 million, sharing a small stake with REA Group Ltd., which is also largely owned by the media conglomerate.

  • September 30, 2014

    EBay Adopts Icahn's PayPal Spinoff Plan On Its Own Terms

    EBay Inc. said Tuesday that it would spin off its cash-cow PayPal Inc. unit into a publicly traded, multibillion-dollar business all its own, an about-face for the online auction house after it doused activist investor Carl Icahn's push for the move earlier this year.

  • September 30, 2014

    Dealmakers Q&A: Norton Rose Fulbright's Efren Acosta

    I expect deal activity in the oilfield services sector to strengthen and remain robust over the next several years, primarily on the strength of shale oil and gas exploration, for several reasons, says Efren Acosta of Norton Rose Fulbright LLP.

  • September 30, 2014

    Dealmakers Q&A: Ropes & Gray's Todd Boes

    It will be interesting to see what the impact on the ground will be of the Fed’s recent sword rattling around lending standards. If the banks pull back and tighten leverage levels in deals they finance, in theory that creates an increased opportunity for nontraditional funding sources such as debt and hedge funds, says Todd Boes of Ropes & Gray LLP.

  • September 29, 2014

    Bankrupt Vitamin Maker Natrol Aims For Nov. Auction

    Nutritional supplement maker Natrol Inc. on Monday asked a Delaware bankruptcy judge to bless a slate of bid procedures establishing a timetable for a Section 363 sale, including a November auction of the company's assets.

  • September 29, 2014

    Don't Miss It: Hot Deals & Firms We're Following This Week

    With so much M&A news this week, you may not have seen some announced deals involving several law firms like Dechert, Latham & Watkins, Goodwin Procter, Weil and others. Here, Law360 takes a look at the ones you might have missed.

  • September 29, 2014

    Fortis Exploring Sale Of Hotel, Commercial RE Assets

    Canadian utility giant Fortis Inc. is exploring a liquidation of its hotel, retail and office property division, a subsidiary that holds nearly two dozen hotels and upward of 3 million square feet of commercial space, the company announced Monday.

  • September 29, 2014

    American Apparel Hires Turnaround Specialist As New CEO

    The leadership shake-up at American Apparel Inc. continued Monday as the clothing retailer said it is bringing in a turnaround specialist as the new interim CEO and replaced its CFO, just months after the board ousted company founder and former chairman and CEO Dov Charney.

  • September 29, 2014

    Deals Rumor Mill: SoftBank, Power Construction, Vista Equity

    SoftBank Corp. is in discussions to buy DreamWorks Animation SKG for more than $3 billion, while Power Construction Of China Corp Ltd. could be on the verge of forking over up to 16.8 billion yuan ($2.73 billion) to buy eight firms from one of its majority shareholders.

  • September 29, 2014

    3 Things To Know As Inversion Rules Muddle Medtronic Deal

    New rules unveiled last week to rein in a recent flurry of tax-motivated mergers and acquisitions effectively upend the way deal makers can approach controversial inversion deals, meanwhile leaving one of the biggest such transactions — Medtronic Inc.'s pending $42.9 billion merger with Covidien PLC — in limbo. Here, Law360 runs down what you need to know as Medtronic rethinks its deal.

  • September 29, 2014

    NiSource Spins Off Pipeline Unit, Creates MLP

    Utility giant NiSource Inc. said Sunday it’s splitting off its Texas-based gas pipeline business and dropping its assets into a master limited partnership, which looks to raise $800 million through an initial public offering, the latest sign that utilities are moving away from a hybrid business model to focus on regulated operations.

  • September 29, 2014

    LSI Says Ace Skimped On Covering Shareholder Settlement

    Ace American Insurance Co. must cough up some expenses related to policyholder LSI Corp.'s settlement with shareholders over its $6.6 billion merger with Avago Technologies Ltd., according to a suit removed to California federal court on Friday.

  • September 29, 2014

    FTC Taps U Of Mich. Prof As New Chief Economist

    The Federal Trade Commission on Monday announced that University of Michigan economics professor Francine Lafontaine will take over the reins of the agency’s Bureau of Economics in November.

  • September 29, 2014

    Sabra Offers Millions Of Shares To Bankroll Property Deal

    Sabra Health Care REIT Inc. on Monday publicly offered 6 million of its shares in order to help pay for the $550 million portfolio of 21 independent living facilities that it acquired from Holiday Acquisition Holdings Corp. last week.

  • September 29, 2014

    Carlyle Keeps Up Buying Spree With Another Power Plant Deal

    The Carlyle Group LP on Friday said it has agreed to pick up a majority stake in six Georgia natural gas-fired power plants in its second announced deal in a week with Singapore sovereign wealth fund GIC, as Carlyle continues to build its power generation assets.

  • September 29, 2014

    Alibaba Drops $457M On Tech Co. In 1st Major Deal Since IPO

    In its first major buy since its landmark U.S. initial public offering earlier this month, Alibaba Group Holding Ltd. has dropped $457 million to acquire a 15 percent stake in a Chinese hospitality technology provider, according to a regulatory filing Monday.

  • September 29, 2014

    Esterline Pays $200M For Barco's Aerospace & Defense Unit

    Esterline Corp. will purchase Belgian visual-technology company Barco NV's defense and aerospace division for roughly $200 million, allowing the Washington-based Esterline to expand its global presence in the market for high-technology displays in airplane cockpits and flight simulators, the companies announced Monday.

Expert Analysis

  • 2 Reasons Chancery's Swomley Ruling Is Notable

    Allison C. Handy

    The Delaware Chancery Court’s ruling in Swomley v. Schlecht is a good reminder that, although the risks of stockholder litigation in the context of a private-company merger or acquisition are lower as a practical matter, directors of private companies are generally held to the same standards as directors of public companies, say attorneys with Perkins Coie LLP.

  • Pension Plan Minefields For Distressed Auto Equipment Cos.

    Jim Lukenda

    Few people understand the complexities of defined benefit pension plans, particularly those of distressed companies. For attorneys who work with clients or lenders in the automotive equipment business, these issues can be difficult to navigate without guidance on the complicated and sometimes arcane issues involved, say Laura Marcero and Jim Lukenda of Huron Consulting Group.

  • UK Takeover Panel Wants You To Be As Good As Your Word

    Richard May

    The U.K. Takeover Panel has proposed regulations that would clarify the status of voluntary commitments made by bidders and target companies and provide a robust framework within which they may be enforced by the panel — meaning great care will be required before announcing a post-offer undertaking or making a post-offer intention statement, says Richard May of Fried Frank Harris Shriver & Jacobson LLP.

  • 7 HSR Filing Reminders From Berkshire Hathaway Case

    Deidre Johnson

    The recent civil penalty levied on investment holding company Berkshire Hathaway Inc. for failure to notify under the Hart-Scott-Rodino Antitrust Improvements Act reminds investors that HSR reportability must be vetted even in transactions that are less obviously seen as "acquisitions," say attorneys with Ropes & Gray LLP.

  • DeLauro Legislation Would Broaden Reach Of CFIUS Reviews

    Christopher R. Brewster

    Rep. Rosa DeLauro has introduced legislation that would radically overhaul the review of foreign investment by the Committee on Foreign Investment in the United States, but given the late date on which the bill was introduced and its controversial scope, it is likely that the bill is intended to revive debate over the scope of CFIUS reviews, says Christopher Brewster of Stroock & Stroock & Lavan LLP.

  • 'Entire Fairness' Is More Than Just A Fair Price

    Diane Holt Frankle

    Vice Chancellor John Noble recently held in a Nine Systems Corp. shareholder case that a recapitalization, although approved and implemented at a fair price, was not entirely fair due to the grossly unfair process — a ruling that teaches, among other things, that a robust negotiation is helpful to demonstrate fair dealing, says Diane Holt Frankle of Kaye Scholer LLP.

  • 1099ers Exposing Startups, PE Firms To Costly Liability

    Richard J. Reibstein

    Even when well-structured independent contractor relationships survive legal scrutiny under federal labor, tax or benefit laws, the 1099 model may not pass muster under the crazy quilt of state independent contractor laws. And private equity firms and investors do not conduct the level of due diligence they should before investing in 1099-model startups, say attorneys with Pepper Hamilton LLP.

  • Bankruptcy Sale Of Hospitals: 4 Questions Before You Begin

    Thomas R. Califano

    It is advisable for hospitals entering Chapter 11 for the purpose of effectuating a sale or other transaction to have a potential strategic partner lined up at the time of filing, which will provide much-needed certainty for not only the hospitals, but also patients, residents, physicians, employees and suppliers, say attorneys with DLA Piper.

  • Opportunities And Pitfalls In The Legal Cloud

    David Houlihan

    Like "big data" and other effective software marketing buzzwords, “cloud” makes something that is very complex sound simple — and even friendly. Most attorneys are not prepared to dig into the distinctions between public, private and hybrid cloud models, or the niceties of how or where their data is transmitted and stored, says David Houlihan of Blue Hill Research Inc.

  • An Attempt To Close A California Tax Loophole

    Philip M. Hanaka

    It has become common practice in California to carve up ownership interests in entities that own real property among multiple parties so that no single party has a majority interest — in order to avoid tax reassessment. However, a proposed law could make the practice increasingly difficult, say Philip Hanaka and David Plantz of Buchanan Ingersoll & Rooney PC.