Mergers & Acquisitions

  • May 21, 2015

    6 Firms Guide $382M Fish Co. Deal

    South African fishing company Oceana Group Ltd. has a struck a deal to buy DLA Piper-repped fish processor Daybrook Fisheries Inc. for $382.3 million in a deal steered by Hogan Lovells LLP, K&L Gates LLP, Haynes and Boone LLP, Kean Miller LLP and Webber Wentzel.

  • May 21, 2015

    Israeli Defense Co. Drops $118M On Cyberintelligence Unit

    Defense technology contractor Elbit Systems Ltd. said Thursday that it is buying the cyber and intelligence business of fellow Israeli company NICE Systems Ltd. for $117.9 million.

  • May 21, 2015

    Bain Capital, Japan Industrial To Sell 46M Skylark Shares

    Private equity firms Bain Capital and Japan Industrial Partners Inc. will sell 45.8 million shares in Japanese restaurant chain Skylark Co Ltd. in a secondary offering, Skylark said Thursday.

  • May 21, 2015

    Kirkland Says Work For Mylan Units Can't Trigger Conflict

    Kirkland & Ellis LLP urged a Pennsylvania federal court Wednesday not to block the firm from representing Teva Pharmaceutical Industries Ltd. in its hostile takeover bid for Mylan NV, calling the conflict challenge a “preposterous” attempt to kill the proposed merger because it only ever advised Mylan subsidiaries.

  • May 21, 2015

    4 Ways To Reduce Risk In Cross-Border M&A Deals

    It has never been easier for clients to strike a deal with a company based in a different country, and as the number of cross-border transactions continues to rise, it's more important than ever for law firms to understand the potential pitfalls of such deals. Here, experts provide tips to reduce clients’ risk when advising them on cross-border mergers.

  • May 21, 2015

    Bankrupt Karmaloop Sold To Lenders After No Suitors Emerge

    A Delaware bankruptcy judge agreed Thursday to allow Karmaloop Inc. to hand itself over to senior secured lenders after no bids were fielded to purchase the online apparel seller, and the top creditors also reached a settlement with unsecured creditors who had previously criticized the transaction.

  • May 21, 2015

    HP Nets $2.3B In Sale Of Chinese Data Storage Assets Stake

    Hewlett-Packard Co. has sold a majority stake in its Chinese enterprise technology assets to Beijing-based Tsinghua University for $2.3 billion, the company said Thursday, a move that will help HP maneuver around China's foreign technology restrictions.

  • May 21, 2015

    Dubai National Oil Co. Eyes $2.5B Buyout Of Dragon Oil

    Dragon Oil PLC said on Thursday that its largest shareholder, Dubai government-owned Emirates National Oil Co. Ltd., has offered to buy the company’s remaining shares for £1.6 billion ($2.5 billion), in a bid to consolidate its energy exploration operations.

  • May 21, 2015

    Activision Gets Green Light For $275M Shareholder Settlement

    Activision Blizzard Inc., publisher of “World of Warcraft” and “Call of Duty,” received approval Thursday for a $275 million settlement alongside shareholders angered by company leaders' perceived self-dealing during the reclamation of an $8.2 billion stake from European entertainment conglomerate Vivendi SA.

  • May 21, 2015

    Del. High Court Reinforces Director Liability Shield

    In a recent ruling on challenges to interested-party buyouts, the Delaware Supreme Court clarified and strengthened a liability shield for independent directors, holding that shareholders can't sue the directors over business decisions without pleading non-exculpated claims against them.

  • May 21, 2015

    Michelman & Robinson Hires Tax Pro To Build New Practice

    Michelman & Robinson LLP has hired a seasoned international tax attorney with experience in mergers and acquisitions from Golenbock Eiseman Assor Bell & Peskoe LLP to launch a tax practice in New York at the expanding midsize firm.

  • May 21, 2015

    Consolidations Show Energy MLP Growth Isn't Forever

    Recent moves by energy companies to merge or reabsorb the master limited partnerships they control show there's a point where it's too difficult to keep the popular corporate structure growing while throwing off steady cash to investors, especially as more of that cash winds up in the pockets of the corporate parents.

  • May 21, 2015

    Pacific Rubiales OKs Alfa, Harbour $1.4B Takeover Bid

    Pacific Rubiales Energy Corp. said Wednesday that it will accept a takeover bid from Mexico's Alfa SAB de CV and private-equity backed Harbour Energy Ltd. in which the companies will pay approximately CA$1.7 billion ($1.4 billion) to gobble up the shares in the oil producer they don't already own.

  • May 21, 2015

    Just Eat Plans $698M Offering To Fund Menulog Purchase

    London-based online food delivery service Just Eat PLC said Thursday it will raise £445 million ($697.5 million) with a new stock offering to fund its planned purchase of Menulog Group Ltd., which just received regulatory approval.

  • May 20, 2015

    Monsanto Vows To Divest In Pursuit Of Syngenta Merger

    U.S. agribusiness giant Monsanto Co. said Wednesday that it plans to divest Syngenta AG’s seeds and traits assets, along with certain overlapping chemistry assets, in an effort to gain regulatory approval from antitrust agencies if its attempt to acquire Syngenta succeeds.

  • May 21, 2015

    Sullivan & Cromwell Guides CVS In $12.7B Deal For Omnicare

    CVS Health Corp., led by Sullivan & Cromwell LLP, inked a deal worth $12.7 billion Thursday to snap up pharmacy services giant Omnicare Inc., marking the latest multibillion dollar deal amid a massive wave of consolidation in the health care and pharmaceutical business.

  • May 20, 2015

    Zale Board Says Suit Over $690M Signet Merger Falls Short

    Zale Corp. directors urged a Delaware Chancery judge Wednesday to toss a shareholder suit that alleges the jewelry retailer's $690 million acquisition by Signet Jewelers Ltd. shortchanged investors, contending that unhappiness over the price does not support bringing claims against Zale's board.

  • May 20, 2015

    Deals Rumor Mill: United Technologies, Genesys, GE

    United Technologies Corp. is exploring a potential sale of Sikorsky Aircraft, which could be worth $10 billion, while call-center software provider Genesys Telecommunications Laboratories Inc. is seeking buyers and hoping to find one to agree to a deal valuing it at more than $3.5 billion including debt.

  • May 20, 2015

    Akerman Lures Health Care Vet From Proskauer Rose

    Akerman LLP continued expanding its health care practice Wednesday, adding to its Boca Raton, Florida, office a former Proskauer Rose LLP attorney who brings strong ties to health care providers.

  • May 20, 2015

    A Primer On The War Between American Apparel And Charney

    The battle between American Apparel Inc. and its ousted founder and ex-CEO Dov Charney reached a boiling point Monday as it emerged that a shareholder of the hip retailer — a former employee under Charney — has launched a proxy battle. Here's a roundup of the developments in this deepening debacle.

Expert Analysis

  • A Route To Directors' Early Exit From Merger Litigation

    Kevin C. Logue

    It has become all too common in transaction-related stockholder litigation for the pleading net to be cast widely, embroiling disinterested and independent directors into long and costly litigation. The Delaware Supreme Court's decision in the case of Cornerstone Therapeutics Inc. should lead to closer scrutiny of allegations against individual directors, say attorneys with Paul Hastings LLP.

  • How Cybercriminals Are Targeting Corporate Transactions

    Brent J. McIntosh

    Cybercriminals are increasingly deploying clever schemes to exploit company executives and their advisers in connection with corporate transactions, including financing transactions and mergers and acquisitions. These sophisticated schemes include emails that provide a closing or a litigation settlement that would seem wholly legitimate to the recipient, say Brent McIntosh and Judson Littleton of Sullivan & Cromwell LLP.

  • Why El Paso Will Have Very Limited Applicability

    Philip Richter

    Notwithstanding commentary suggesting otherwise, in our view, the recent Delaware Chancery Court decision in a derivative suit related to an El Paso Pipeline Partners LP “drop-down” transaction does not indicate that the court will be more likely than in the past to find liability of master limited partnership general partners or their bankers, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Consider 5 Things Before Choosing An E-Discovery Provider

    Barry O’Melia

    There has been a rapid and robust growth in the number of companies offering electronically stored information collection, management and processing services. But a recent survey indicated that not all service providers offer the level of expertise needed in today’s world of big data, the cloud and mobile devices, says Barry O’Melia, chief operations officer at Digital WarRoom.

  • Important Lessons From Delaware For Structuring Earnouts

    David W. Healy

    The Delaware Supreme Court’s recent decision in Lazard Technology Partners LLC v. Qinetiq North America Operations LLC upholds the literal meaning of an earnout provision, and suggests that a target’s reliance on the implied covenant of good faith and fair dealing to save it from “losses at the negotiating table” is a tenuous strategy, say David Healy and Douglas Cogen of Fenwick & West LLP.

  • Lessons On Dueling 'Exclusive Remedy' Clauses In M&A

    Lisa R. Stark

    The Delaware Chancery Court's decision in Alliant Techsystems Inc. v. MidOcean Bushnell Holdings LP reinforces the need for practitioners to pay careful attention to the relationship between multiple “exclusive remedy” provisions in acquisition agreements, say Lisa Stark and Andrew Lloyd of K&L Gates LLP.

  • Court-Appointed Experts — A Powerful But Rarely Used Tool

    Philip Woo

    The Tessera Inc. patent case highlights a useful procedure seldom used in the federal court system — Federal Rule of Evidence 706, which allows for a court-appointed expert. But Rule 706 provides little guidance on when to use such an expert, how to select one or how to work with one. Here are some tips, say Philip Woo and Nathan Greenblatt of Sidley Austin LLP.

  • When Hindsight Is Not 20/20 In Purchase Price Disputes

    Frank Lazzara

    Mergers and acquisitions parties are limited in the extent of hindsight data they can apply in a purchase price dispute, but our analysis indicates that there are alternative interpretations that may suggest some very useful planning insight for party advisers, say forensic and litigation consultants at FTI Consulting.

  • Tag-Along And Drag-Along Rights: A Valuation Analyst’s View

    John D. Agogliati III, CFA, ASA

    Effects of tag-along provisions should be considered primarily within the context of the discount for lack of marketability, whereas drag-along provisions should be considered primarily within the context of the discount for lack of control. Moreover, in our view, tag-along and drag-along provisions can have both positive and negative impacts for an interest holder, say John Agogliati III and Ross Hurwitz of Berdon LLP.

  • Future Competition Poses Present Risk To Deals

    Barry Nigro

    The termination of the Applied Materials/Tokyo Electron transaction provides a stark reminder that antitrust agencies will closely scrutinize innovation and R&D when assessing the competitive effects of a proposed transaction — particularly in industries where a small number of competitors with large R&D budgets are viewed as driving innovation, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.