Mergers & Acquisitions

  • July 29, 2016

    How PE Attys Can Survive And Even Prosper In The Summer

    Summertime isn’t the safe haven from responsibility it once was, and private equity attorneys who are expected to spend the dog days of summer helping clients clinch deals and close funds need to find ways to stay focused without losing their cool. Here, experts share some creative ways private equity attorneys can keep up their efficiency while enjoying the benefits of the season.

  • July 29, 2016

    Hershey Trust Reform Deal Reached With Pa. AG

    The Hershey Trust and the Milton Hershey School reached an agreement with Pennsylvania Attorney General Kathleen Kane to create 10-year term limits and limit trustee compensation to $110,000 following an investigation into its practices, Kane announced on Friday.

  • July 29, 2016

    Celesio, Sainsbury’s Pharmacy Deal Gets UK Approval

    The U.K. Competition and Markets Authority conditionally allowed Celesio AG’s £125 million ($163 million) takeover of Sainsbury’s Supermarkets Limited UK’s pharmacy business to move forward, saying in a statement Friday that the pharmaceutical company must sell 12 pharmacies in England and Wales for full approval.

  • July 29, 2016

    Taxation With Representation: Skadden, Kirkland, Wachtell

    This week’s Taxation With Representation sees a series of high-profile and high-value deals trading in the tech and energy industries, two of which involve the same Wachtell Lipton Rosen & Katz tax advisory team.

  • July 29, 2016

    Xerox Brass Ditches Shareholder Suit Over Unit's Accounting

    A New York federal court on Friday tossed a derivative suit claiming Xerox Corp. executives should have detected irregularities in Affiliated Computer Services Inc.'s financials before Xerox bought the company, saying Xerox had faithfully probed the claims before refusing to sue its officers.

  • July 29, 2016

    Bankrupt Quirky Ducks Most Of $1M IRS Payroll Tax Claim

    A New York bankruptcy judge allowed defunct invention incubator Quirky Inc. to sidestep an Internal Revenue Service claim for more than $900,000 in unpaid payroll taxes and other charges Friday.

  • July 29, 2016

    Dem Administration Would Take Hard Line On Merger Reviews

    Democrats have ratified a party platform that calls for halting corporate concentration, indicating that a possible Hillary Clinton presidency would continue the aggressive merger review policy of the Obama administration and possibly even ratchet it up a notch, experts said.

  • July 29, 2016

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

    With so much mergers and acquisitions news this week, you may have missed several deals announced in recent days, with firms such as Skadden, Davis Polk and Cooley at the helm. Here, Law360 recaps the ones you might have missed.

  • July 29, 2016

    Anthem, DOJ Joust Over Trial Timing In $54B Merger Melee

    Anthem Inc. and the U.S. Department of Justice are sparring over how quickly to start an antitrust trial regarding the insurer’s $54 billion merger with Cigna, trading allegations of stonewalling and artificial deadlines.

  • July 29, 2016

    Debt Markets Remain Warm As Apple Sells $7B In Bonds

    Companies continued to tap the debt markets Thursday, with technology giant Apple Inc. pricing a large multipart bond offering to bring in $7 billion, which it said would be used to pay dividends, repurchase stock and fund acquisitions among other things, with guidance from Hogan Lovells.

  • July 29, 2016

    PE Firm Starwood Pays $760M For 2 Power Generation Assets

    Energy-focused private equity firm Starwood Energy Group Global LLC has agreed to pay $760 million to acquire two Pennsylvania-based power generation assets from NextEra Energy Resources LLC, the companies said Friday.

  • July 29, 2016

    Deals Rumor Mill: Deltek, Save-A-Lot, Interactive

    Thoma Bravo may look to sell Deltek in a deal that would value the information services firm at up to $3 billion, multiple private equity firms are vying to buy Save-A-Lot and Interactive Intelligence Group is mulling a sale that could value it at around $1.1 billion.

  • July 29, 2016

    Redstone Competency Trial Will Go Forward, Del. Court Rules

    A trial on billionaire Sumner Redstone’s disputed competence or independence in ousting five Viacom Inc. board members last month will go forward over objections from Redstone, his daughter and the family's National Amusements Inc. holdings, a Delaware court ruled Friday.

  • July 29, 2016

    IK Investment Partners Sells Dutch OTC Drug Co. Vemedia

    European private equity firm IK Investment Partners has agreed to sell Dutch over-the-counter drug and food supplement provider Vemedia Group to an affiliate of London private equity shop Charterhouse Capital Partners LLP, the companies said Friday.

  • July 29, 2016

    BC Partners, PSP Investments Acquire Israel's Keter Group

    European private equity shop BC Partners and Canada’s Public Sector Pension Investment Board have agreed to acquire a majority stake in Israel-based Keter Group, the companies said on Thursday, adding to their portfolios a company that makes and distributes furniture and other home goods products.

  • July 29, 2016

    3 Ways To Help Chancery M&A Suits Survive Trulia

    Delaware Chancellor Andre G. Bouchard’s landmark ruling this year in the Trulia Inc. merger case didn’t just put the clamp on disclosures-only settlements in merger and acquisition lawsuits; it established a new paradigm for what kinds of challenges to deals will pass muster in the state.

  • July 29, 2016

    SABMiller Backs AB InBev's Sweetened $103B Offer

    SABMiller on Friday said it supports Anheuser Busch InBev’s sweetened takeover bid, the same day the world’s two largest brewers gained approval from China’s antitrust watchdog for the more than $100 billion deal.

  • July 29, 2016

    NextEra To Buy Bankrupt EFH In $18.4B Deal

    Clean energy-focused NextEra Energy said Friday it will buy bankrupt Energy Future Holdings and its stake in Oncor in a deal worth $18.4 billion, allowing EFH to exit Chapter 11 after an earlier restructuring plan collapsed.

  • July 28, 2016

    Riverstone Brass Can’t Dodge Suit Over $94M Merger

    Claims of unfair dealing by directors of Texas-based property management company Riverstone National who passed up a major investment opportunity and then "obliterated" some challenge rights by approving a $94 million merger just ahead of a lawsuit survived a dismissal bid in Delaware Chancery Court on Thursday.

  • July 28, 2016

    Redstone's Faculties Still At Issue In Viacom CEO Row

    A Massachusetts judge refused to quash allegations that media mogul Sumner Redstone did not know what he was doing when he removed Viacom Inc. CEO Philippe Dauman from the company's controlling trust, saying Thursday that questions over Redstone’s capacity remain in play.

Expert Analysis

  • Promises, Promises: Privacy Questions M&A Buyers Must Ask

    Lisa J. Hedrick

    In addition to asking questions about how targets collect and manage data, buyers in M&A should also be asking questions about the portability of data and their ability to use that data following an acquisition in light of promises targets have made, say Lisa Hedrick and Angela Matney of Hirschler Fleischer PC.

  • Prevent Litigation From Becoming A Threat To Data Security

    Dante Stella

    Recent headline-grabbing data security incidents have shed light both on direct and collateral impacts to companies and their employees. Attorneys should take steps to ensure that their role in the conduct of litigation does not in itself lead to similarly damaging disclosures of sensitive information, say Dante Stella and Sherrie Farrell of Dykema Gossett PLLC.

  • Cos. Face Greater Fraudulent Transfer Risks Post-Lyondell

    Mark Maloney

    A New York federal court's decision this week in the case of Lyondell Chemical Co. is a stark reminder of how principles of agency law can result in the imputation of a single officer’s or director’s fraudulent intent on an entire company for purposes of actual fraudulent transfer claims, say attorneys with King & Spalding LLP.

  • Clayton Act Takeaways From Tullett Prebon-ICAP Deal

    Michael B. Bernstein

    The U.S. Department of Justice's recent settlement with ICAP and Tullett Prebon — restructuring their proposed $1.5 billion transaction — serves as an important reminder that Clayton Act Section 8 is not only a compliance issue, but also an important consideration in mergers and acquisitions and other areas that may affect the composition of a board of directors, say Michael Bernstein and Francesca Pisano of Arnold & Porter LLP.

  • Reps & Warranties Insurance From A Compliance Perspective

    Kim Nemirow

    The decision of whether and how aggressively to pursue representations and warranties insurance for compliance risks — such as corruption, money laundering and sanctions issues — is not easy. Sharing diligence findings with potential insurers can prove tricky in the compliance context, as portions of this diligence are often conducted pursuant to legal privilege, say attorneys with Ropes & Gray LLP.

  • OPINION: Our Juries Are Being Circumvented

    Suja A. Thomas.jpg

    The Freddie Gray case and the U.S. Supreme Court ruling regarding former Virginia Governor Robert McDonnell demonstrate how the government replaces juries, eliminating an important community decision maker and a check on governmental power, says Professor Suja Thomas of the University of Illinois College of Law.

  • Active Vs. Passive Investing: The Struggle Of 2 Agencies

    Ethan A. Klingsberg

    Recent efforts by the U.S. Department of Justice and the U.S. Securities and Exchange Commission to determine where to draw the line between active and passive investing will have an immediate impact on hedge fund activism. The results of the two agencies’ efforts — in pursuit of different policy objectives — will become increasingly tricky and significant, say attorneys with Cleary Gottlieb Steen & Hamilton LLP.

  • Legal Aid, Meet Legal Tech

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    Because there will never be enough free lawyers to satisfy demand from low-income Americans, we need to leverage technology to allow the legal expertise of one lawyer to reach hundreds or thousands of clients at once, say Jonathan Petts and Rohan Pavuluri, co-founders of startup nonprofit Upsolve.

  • When Minority Stockholders Take Control

    Samuel Waxman

    It is a mistake to assume that a stockholder that does not own 51 percent of a company’s equity is free from the constraints that apply to controlling stockholders. Recent Delaware cases provide key insight into when minority stockholders can be deemed controlling stockholders, and the level of judicial review that applies to agreements with affiliates of the controlling stockholders, say attorneys with Paul Hastings LLP.

  • Merger Price Vs. Discounted Cash Flow: A Study Of Dell

    Boris J. Steffen

    Rejecting the contention by Dell Inc. that the final merger consideration was the best evidence of its fair value, the Delaware Chancery Court recently concluded that the fair value of Dell's common stock at the time it was taken private was approximately 28 percent higher than the final merger price. RSM US LLP's Boris Steffen, who frequently serves as a testifying expert in M&A litigation, dissects the court's analysis and highli... (continued)