Mergers & Acquisitions

  • September 4, 2015

    Allied Denied $8M Refund Of St. Luke's FTC Defense Costs

    Allied World National Assurance Co. can't get reimbursement from St. Luke's Health System Ltd. for nearly $8 million in defense costs in a Federal Trade Commission antitrust suit, an Idaho federal judge ruled Friday, saying a policy exclusion doesn't apply because no court found that St. Luke's obtained any financial gain.

  • September 4, 2015

    Oakhurst Told DFA Of Wage Suit Before $27M Deal, Suit Says

    Former shareholders of Oakhurst Dairy asked the Delaware Chancery Court on Thursday to find it had properly warned Dairy Farmers of America Inc. of a potential wage-and-hour suit by delivery drivers when DFA bought it for $27.2 million.

  • September 4, 2015

    Samsung Defends Confidentiality Request In GE Merger Fight

    Samsung Electronics America Inc. defended its plan Thursday D.C. federal court to block in-house counsel at General Electric Corp. and AB Electrolux Inc. from seeing its confidential materials as they defend their $3.3 billion merger as well as its call for limitations on how experts can use that information.

  • September 4, 2015

    FTC Says It Has Evidence To Block $2B Steris-Synergy Deal

    The Federal Trade Commission told an Ohio court on Friday that it had enough "real-time" evidence showing that Synergy Health PLC was getting ready to upend the U.S. sterilization market with new technology before Steris Corp. made a $1.9 billion offer for its rival to block the transaction.

  • September 4, 2015

    Canadian Energy Co. Emera Inks $10.4B Deal To Buy TECO

    Canadian energy provider Emera Inc. has struck a $10.4 billion deal to acquire Florida-based peer TECO Energy Inc. in a push to expand its geographic reach, the companies said Friday. 

  • September 4, 2015

    SEC Strikes $2.8M Deal With Accused Chinese Inside Traders

    The U.S. Securities and Exchange Commission has inked a $2.8 million deal with two Chinese nationals to end allegations they traded on inside information of the merger of Chinese e-commerce rivals, according to a consent judgment in New York federal court Thursday.

  • September 4, 2015

    Deals Rumor Mill: GE, Hapag-Lloyd, Rokin, Jupiter Hotels

    Several major Japanese banks have lobbed bids to snatch up General Electric Co.'s Japanese commercial finance operations, German container shipper Hapag-Lloyd AG taps more banks to steer a potential initial public offering and South Korean logistics provider CJ Korea Express Corp. teams up with an investment group to acquire China's Shanghai Rokin Logistics Co.

  • September 4, 2015

    Inside The Summer’s Hottest M&A Plays

    As summer comes to its unofficial end, so does a vibrant period in deal-making that saw seven of the transactions inked between Memorial Day and Labor Day land among the biggest plays so far this year. Here, Law360 takes a look at the summer's largest tie-ups and the law firms that steered them.

  • September 4, 2015

    Sheppard Mullin Snags Chadbourne Energy Transactions Atty

    Sheppard Mullin Richter & Hampton LLP has landed a former Chadbourne & Parke LLP partner, who is also a former vice president for Enron Corp., to join the firm's real estate, land use and environmental practice and its energy practice in Del Mar, California, the firm said on Thursday.

  • September 4, 2015

    8th Circ. Urged To Rehear Graco Spray Foam Antitrust Case

    The lead plaintiff in a proposed putative class action accusing Graco Inc. of buying its competitors to dominate the spray foam equipment market urged the Eighth Circuit Thursday to rethink its recent refusal to revive the case, saying the court neglected to properly consider documents that showed its claims were plausible.

  • September 4, 2015

    Quantum Foods Settles With Raging Bull Over Failed Sale

    Quantum Foods LLC has reached a confidential settlement with Oaktree Capital Management LP unit Raging Bull Acquisition Co. LLC in an adversary proceeding stemming from the unsuccessful $54 million going-concern sale of the bankrupt meat packer.

  • September 4, 2015

    Allergan To Pay $300M For Glaucoma Treatment Developer

    Allergan PLC will shell out $300 million for its latest acquisition, building out its eye treatment platform with the addition of venture capital-backed AqueSys Inc. and its implantable device for alleviating eye pressure related to glaucoma, the companies said on Thursday. 

  • September 4, 2015

    BlackBerry Drops $425M On Calif. Mobile Security Co.

    BlackBerry Ltd. said Friday that it will drop $425 million in cash to acquire California-based mobile security company Good Technology, continuing an acquisitions spree with key buys of security- and privacy-focused assets.

  • September 4, 2015

    HNA Unit Snaps Up Aircraft Lessor Avolon In $7.6B Deal

    Chinese conglomerate HNA Group's Bohai Leasing Co. Ltd. has beat out a second bidder and inked a deal to buy private equity-backed airline lessor Avolon Holdings Ltd. in a deal valued at $7.6 billion, the companies said Thursday.

  • September 4, 2015

    GVC Tops 888 With $1.7B Bid For Bwin.Party

    GVC Holdings PLC emerged as the winning bidder Friday in a battle over online sports betting and gaming group Bwin.Party Digital Entertainment PLC, shutting out rival suitor 888 Holdings PLC with plans for a £1.116 billion ($1.69 billion) tie-up.

  • September 3, 2015

    Al Gore Hits Al Jazeera With New Claims Over Legal Fees

    Former Vice President Al Gore and his Current TV co-founder launched another lawsuit in Delaware Chancery Court late on Wednesday, aimed at Al Jazeera, seeking to have the Qatari broadcaster cover their legal fees in various disputes per its merger agreement with the defunct cable channel.

  • September 3, 2015

    Deals Rumor Mill: Hewlett-Packard, Petco, Charterhouse

    Hewlett-Packard Co. is mulling a potential sale for TippingPoint, Petco Holdings Inc. is lining up sale talks with private equity firms even as it charts course for an initial public offering and U.K. buyout firm Charterhouse Capital Partners LLP looks to sell its stake in call center business Webhelp.

  • September 3, 2015

    Latham, Sheppard Mullin Steer $400M Semiconductor Deal

    Semiconductor supplier Diodes Inc. said Thursday it has agreed to buy Silicon Valley-based Pericom Semiconductor Corp. for about $400 million in a deal guided by Sheppard Mullin Richter & Hampton LLP and Latham & Watkins LLP that it says will boost its product offerings.

  • September 3, 2015

    FCC OKs Frontier Purchase Of Verizon Operations In 3 States

    The Federal Communications Commission gave Frontier Communications Corp. its permission Wednesday to complete a $10.5 billion acquisition of Verizon Communications Inc. operations in California, Texas and Florida, saying it was more likely to benefit than harm the public.

  • September 3, 2015

    El Paso Urges Chancery To Toss Suit Over $2B Pipeline Deal

    A unit of El Paso Corp. urged the Delaware Chancery Court on Thursday to throw out derivative claims over a $1.9 billion gas pipeline deal, for which the court already found it liable for paying $171 million too much, arguing the suing investor no longer has standing in the case.

Expert Analysis

  • FTC Premerger Notification Office Narrows 2 HSR Exemptions

    Ellen Jakovic

    The Federal Trade Commission Premerger Notification Office's revised guidance on Hart-Scott-Rodino Rules 802.5 and 802.2(h) has significant ramifications, particularly for companies operating in the oil and gas, billboard and communications towers industries, say Ellen Jakovic and Bilal Sayyed of Kirkland & Ellis LLP.

  • Reps And Warranties Insurance Key In Gov't Contractor M&A

    Rachel Raphael

    Given compressed deal timelines and the inability of a buyer to conduct even rudimentary diligence on classified contracts, a buyer may not have the ability to accurately identify and cabin all of the potential risks in mergers that involve defense and government contractors. Representations and warranties insurance may thus make the difference between a closed transaction and a busted deal, say attorneys with Crowell & Moring LLP.

  • Dole Ruling Warns Not To Undermine MFW Protections

    Gregory Markel

    The $148 million in damages levied last week against Dole Food Co. Inc. CEO David Murdock and former general counsel C. Michael Carter emphasizes that controlling stockholder transactions that employ the dual procedural protections set out in MFW must actually adhere to the substance and purpose of those protections, say attorneys with Cadwalader Wickersham & Taft LLP.

  • Purchase Price Adjustment Lessons From ATK Dispute

    Daniel R. Avery

    Disputes concerning an M&A target’s financial condition may result in both a post-closing purchase price adjustment and potential indemnification claims by the buyer. A purchase price dispute stemming from Alliant Techsystems Inc.’s acquisition of Bushnell Group Holdings Inc. brings these issues squarely into focus, say attorneys with Goulston & Storrs PC.

  • Rules Of The Road For Directors Serving Two Masters

    Diane Holt Frankle

    Constituency directors may have day jobs as employees of the private equity firm, parent corporation, activist hedge fund, lender or union that designated them for the board seat they now hold. If so, such directors owe separate duties to their employer. Kaye Scholer LLP partner Diane Holt Frankle takes an in-depth look at the issues constituency directors should keep in mind and the standards that apply to them.

  • New Case Clarifies Del.'s Conflicts Committee Approach

    Ethan A. Klingsberg

    Earlier this year, Delaware Vice Chancellor J. Travis Laster, in the El Paso case, concluded that a subsidiary master limited partnership’s conflicts committee had failed to satisfy even a subjective good-faith standard when approving “dropdowns.” In a recent, similar case involving Kinder Morgan, the pendulum swung the other way but with an obvious takeaway, say Ethan Klingsberg and Christopher Austin of Cleary Gottlieb Steen & Hamilton LLP.

  • Tips For Responding To An FTC Subpoena

    Julie A. Flaming

    A subpoena from the Federal Trade Commission can be unnerving and may appear daunting in the scope of its requests. Negotiations with the FTC regarding scope of discovery, time frames and even format of production can assist in reducing the burden for companies, say Julie Flaming and Katie Smith of Nelson Mullins Riley & Scarborough LLP.

  • Key Online Lending Takeaways As Regulators Assess Industry

    Christopher L. Allen

    Regulators are assessing what a well-calibrated online lending regulatory framework may look like — one that balances greater access to credit with appropriate risk management and borrower protections. This may impact investments relating to online lending and the M&A opportunities available to strategically acquisitive bank and nonbank lenders, say attorneys with Arnold & Porter LLP.

  • A Late-Summer Dive Into The HSR Annual Report

    Jack Sidorov

    The recently released Hart-Scott-Rodino annual report, while appropriate beach reading only for insomniacs, provides a useful look at the agencies’ merger enforcement efforts and the operation of the premerger notification program from October 2013 through September 2014, says Jack Sidorov, senior counsel at Lowenstein Sandler LLP and a former U.S. Department of Justice Antitrust Division attorney.

  • Fluor Ruling Is Good News For Calif. Policyholders

    Richard DeNatale

    Last week, in its long-anticipated and unanimous decision in Fluor Corp. v. Superior Court, the California Supreme Court made it significantly easier to transfer insurance rights in corporate acquisitions and reorganizations, placing California squarely in the mainstream view, say Richard DeNatale and Celia Jackson at Orrick Herrington & Sutcliffe LLP.