Mergers & Acquisitions

  • May 5, 2016

    BREAKING: NY High Court Raises Bar On Go-Private Suits

    New York state’s highest court on Thursday adopted Delaware's defendant-friendly standard for shareholder suits challenging controlling-party buyout deals, saying in actions targeting go-private mergers, courts should apply the business judgment rule as long as certain shareholder protections are met.

  • May 5, 2016

    Ford Leads $253M Fundraise For Software Co. Pivotal

    Pivotal Software Inc., which provides enterprise software to the likes of General Electric and Verizon, has raised $253 million from a group of investors led by Ford, the companies said Thursday, the latest indication that the duo will partner on the development of self-driving vehicles.

  • May 5, 2016

    CVC Capital Sells Stake In Education Co. EIC

    Private equity outfit CVC Capital said Thursday that it has sold its stake in Education International Corp., a Chinese education adviser, to a consortium of investors led by NLD Investment, three years after buying into EIC and ending rumors that it was exploring an initial public offering for the company.

  • May 5, 2016

    Australia OKs AB InBev's $100B SABMiller Buyout Plan

    Australia’s antitrust watchdog approved Anheuser-Busch InBev SA’s planned takeover of SABMiller PLC on Thursday, saying the $100 billion deal is unlikely to harm consumers or the country’s beer market as a whole, allowing the beer giants to clear another hurdle in their quest for approval of the massive tie-up.

  • May 4, 2016

    Pfizer Cools To Tax Inversion After Nixed Allergan Deal

    Pfizer Inc. said Tuesday it isn’t inclined to seek another inversion transaction after it scrapped a proposed $160 billion merger with Irish drugmaker Allergan in April in light of the U.S. Department of Treasury’s new rules aimed at curbing the tax-motivated deal structure.

  • May 4, 2016

    Tribune Board Snubs Gannett $815M Buyout Pitch As Too Low

    Tribune Publishing Co.’s board on Wednesday turned down Gannett Co.’s $815 million buyout offer, saying that after careful consideration and receiving advice from Goldman Sachs Group Inc. and Kirkland & Ellis LLP, the price understates the company’s value.

  • May 4, 2016

    Ex-ServiceMesh CEO Seeks Legal Fees In $100M Earn-Out Row

    The former CEO of cloud computing company ServiceMesh Inc. on Wednesday pushed the Delaware Chancery Court to have buyer Computer Sciences Corp advance him legal fees in a lawsuit in which the purchaser claims he paid bribes to help meet targets that garnered nearly $100 million in earn-out payments.

  • May 4, 2016

    Del. Top Court Told Of Conflicts In Zale-Signet Merger

    A Delaware court’s dismissal of class challenges to the $690 million Zale Corp.-Signet Jewelers Ltd. merger last year failed to give proper weight to alleged board and financial adviser conflicts and contradictory claims about the price, shareholder attorneys told Delaware’s Supreme Court on Wednesday.

  • May 4, 2016

    FTC Says Ala. Health Bill Could Harm Competition

    The U.S. Federal Trade Commission issued comments in opposition to proposed legislation in Alabama that would shield mergers between medical schools and health providers in the state from federal antitrust scrutiny, saying the bill will likely result in increased health care costs to consumers.

  • May 4, 2016

    SABMiller, Coke Bottling Deal Gets Early OK In South Africa

    SABMiller and Coca Cola said Wednesday they had agreed to concessions with South Africa's government regarding plans to merge soft drink-bottling operations in Africa, bringing the deal nearer to closing as SABMiller also continues to seek clearance for its planned $100 billion merger with rival Anheuser Busch in the U.S.

  • May 4, 2016

    Ex-JPMorgan Trader's Dad Gets Probation For Insider Trading

    The father of a former JPMorgan investment banker accused of illegally trading on inside tips about health care industry mergers involving clients of the bank and the son's subsequent employer on Wednesday was sentenced to four years' probation.

  • May 4, 2016

    Pillsbury Adds Ex-Shearman Compensation & Benefits Pro

    Pillsbury Winthrop Shaw Pittman LLP has bolstered its executive compensation and benefits practice with a new partner who formerly worked for Shearman & Sterling LLP and concentrates on private equity, capital markets and M&A transactions.

  • May 4, 2016

    FCC Pressed To Add More Conditions To Charter-TWC Deal

    A telecommunications coalition has asked the Federal Communications Commission to strengthen the conditions it plans to place on the proposed Time Warner Cable Inc.-Charter Communications Inc. merger, saying in a Tuesday filing the new company should be required to offer standalone broadband to protect streaming services.

  • May 4, 2016

    Dish, Incompas Call $1.8B Verizon-XO Deal Anti-Competitive

    Dish Network Corp. and trade group Incompas separately asked the Federal Communications Commission Tuesday to block Verizon Communications Inc.'s planned $1.8 billion purchase of XO Holdings' fiber-optic network business, arguing that the companies haven't scrutinized the anti-competitive impacts.

  • May 4, 2016

    Deals Rumor Mill: Pfizer, Hellman & Friedman, Carlyle

    Pfizer intends to make a play for oncology biotech Medivation, Hellman & Friedman may soon ink a $7.5 billion agreement to buy health care services provider MultiPlan, and Carlyle has hired Natixis to help explore a sale of the PE firm's stake in French medical equipment company Groupe Marle.

  • May 4, 2016

    Hughes Hubbard Steers Brambles' $115M Software Unit Sale

    Brambles Ltd. has agreed to sell transport management software unit LeanLogistics to private equity-backed Kewill in a deal worth $115 million, the companies said Tuesday, marking the Australian storage and logistics firm’s exit from the business after eight years of ownership.

  • May 4, 2016

    UK Says Iron Mountain's $2.6B Deal Could Need More Fixes

    The U.K.’s antitrust watchdog said Wednesday that records management company Iron Mountain Inc. may have to sell sites in two Scottish cities following the completion of its $2.6 billion acquisition of rival Recall Holdings Ltd., saying the anticipated deal could lessen competition in those areas.

  • May 4, 2016

    African PE Funding, Deal Price Tags On The Rise, Report Says

    Private equity firms are paying more to get in on African companies than they have in more than half a decade as fundraising and interest in the region continues to rise, according to a report released on Wednesday from investment advisory and financial analytics firm RisCura.

  • May 4, 2016

    Sonova Inks $955M Deal For Hearing Aid Retailer AudioNova

    Swiss hearing aid maker Sonova Holding AG will snap up European hearing aid retailer AudioNova International BV for €830 million ($955 million) in cash, the companies said Wednesday, a deal that comes as health care M&A is heating back up.

  • May 4, 2016

    Troubled Petrobras Divests $1.38B In Argentina, Chile Stakes

    Petrobras, the Brazilian state-run oil firm troubled by recent corruption scandals, said Tuesday it has sold a total $1.38 billion of stakes in its Argentine and Chilean subsidiaries as the company works to make good on its promise to divest itself of $15.1 billion in assets by 2019.

Expert Analysis

  • Joint Ventures In The Antitrust Crosshairs At 6th Circ.

    Peter K. Huston

    Antitrust counselors often find joint venture questions tricky. The limitless variety of joint venture arrangements combined with the amorphous rule of reason standard that typically governs them render definitive answers a rarity. The Sixth Circuit's recent decision in Medical Center at Elizabeth Place v. Atrium will not make answering those questions any easier, says Peter Huston of Sidley Austin LLP.

  • 7 Stages Of Grief: Impact Of Oil Downturn On Energy Attys

    Andrew Calder

    As oil prices fell, many companies recognized that their capital structures were unsustainable. The response to the commodity price crisis has affected energy attorneys throughout the U.S., and has continued to evolve as a lower-price environment appears inevitable for the next year and potentially beyond, say attorneys with Kirkland & Ellis LLP.

  • Planning Defense M&A After Recent Gov't Guidance: Part 2

    Jeffrey P. Bialos

    A series of unusual statements issued by the U.S government in recent months has provided guidance on, and raised questions about, consolidation in the defense industry. In this article, Jeffrey Bialos, a partner at Sutherland Asbill & Brennan LLP and former deputy undersecretary of defense for industrial affairs, examines how horizontal, vertical and conglomerate mergers and acquisitions might be viewed under the recent guidance.

  • Inversion Rules Avoid Root Cause Of Problem

    Douglas S. Stransky

    Thwarting inversions by issuing rules is easier than bringing parties to the table to negotiate meaningful corporate tax reform, but that’s what needs to be done. Updating the tax code by implementing a “territorial” tax system would increase the incentive for companies to reinvest profits at home, says Douglas Stransky of Sullivan & Worcester LLP.

  • The Resurgence Of SPACs In A Quiet IPO Market

    Michael J. Mies

    More than 20 years old, special-purpose acquisition companies — publicly listed companies established with the goal of acquiring unspecified targets — have recently experienced a surge in popularity. The presence of respected private equity sponsors makes SPACs more attractive, and we expect they will continue to be a significant portion of the initial public offerings in 2016, say Michael Mies and Gregg Noel of Skadden Arps Slate ... (continued)

  • Planning Defense M&A After Recent Gov't Guidance: Part 1

    Jeffrey P. Bialos

    A series of unusual statements issued by the U.S government in recent months on consolidation in the defense industry has senior executives talking. This two-part analysis by Jeffrey Bialos, a partner at Sutherland Asbill & Brennan LLP and former deputy undersecretary of defense for industrial affairs, evaluates the recent statements and their implications for defense firms.

  • OPINION: Engaging The Media May Help Your Client

    Liz Mair

    While I am confident that the decisions in Windsor and Obergefell were made on the basis of the dictates of the Constitution, I am also confident that the communications efforts undertaken gave the justices additional comfort to make the right call, and ensured that these decisions were not treated as a Roe v. Wade redux, says Liz Mair, former online communications director for the Republican National Committee and president of Mair Strategies.

  • Abry Still Relevant For Dodging Post-Closing Claims

    Benjamin M. Grossman

    In the 10 years since the seminal decision in Abry Partners v. F&W Acquisition, Delaware courts have continued to apply its principles while providing guidance on how to effectively bar extracontractual fraud claims in private acquisitions. Unfortunately, the lessons of Abry and subsequent cases have yet to be fully internalized by some practitioners, says Benjamin Grossman of Jones Day.

  • State Control Of Hospital Merger Review May Be A Good Idea

    Emily Chow

    In West Virginia, the Federal Trade Commission filed an administrative complaint to prevent the merger of two hospitals — just three months after the state attorney general announced his approval. Although West Virginia’s subsequent legislative acrobatics to secure state-action-exemption protection for certain hospital mergers are novel, to hospitals and other states, West Virginia might be on to something, say Emily Chow and Matth... (continued)

  • Using The New Federal Rules To Rein In Discovery

    Martin J. Healy

    The 2015 amendments to the Federal Rules of Civil Procedure present a fertile opportunity for defendants to leverage the rules' renewed focus on reasonableness and proportionality to rein in rampant discovery abuse. Courts' application of the amended rules has already shown promise in this regard, say Martin Healy and Joseph Fanning of Sedgwick LLP.