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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.