Practice Areas
Mergers & Acquisitions
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January 27, 2012
FTC Sues Omnicare To Block $441M PharMerica Merger
U.S. antitrust regulators on Friday moved to block Omnicare Inc.’s proposed $440.8 million deal for PharMerica Corp. over concerns that a merger of the country’s two largest long-term care pharmacies would raise drug prices, particularly for Medicare patients, and hurt competition.
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January 27, 2012
Trustees Fight Stay Extension On Tribune Clawback Suit
A Deutsche Bank AG unit and two other trustees urged a Delaware bankruptcy judge Friday against extending a stay in the Tribune Co. bankruptcy that covers a $28.7 million clawback suit against ex-Tribune CEO Dennis J. FitzSimons that is bound for federal court.
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January 27, 2012
First Annapolis Takes $14M S&L Merger Ruling To High Court
First Annapolis Bancorp Inc. this month asked the U.S. Supreme Court to review the Federal Circuit's decision to overturn a $13.7 million breach of contract ruling against the U.S. over broken goodwill agreements made to facilitate a bank merger during the 1980s savings and loan crisis.
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January 27, 2012
Venoco's Shareholders Sue To Block CEO Buyout Bid
Venoco Inc.'s directors were hit with a putative shareholder class action in Colorado federal court on Thursday aimed at blocking the Denver-based energy company's CEO and majority shareholder from buying it out for $12.50 a share.
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January 27, 2012
Swiss Institution Sells Non-US Business Amid Tax Scandal
Switzerland's oldest bank, Wegelin & Co., is sending its non-U.S. clients and staff to Notenstein Private Bank Ltd. for an undisclosed sum as it struggles with U.S. authorities' charges that it lets American clients hide assets, Wegelin said Friday.
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January 27, 2012
Weil Lures Real Estate, M&A Partner From Hogan Lovells
A Hogan Lovells finance partner who specializes in mergers and acquisitions and real estate financings has joined Weil Gotshal & Manges LLP as a partner in its London office, the firm announced Friday.
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January 27, 2012
FBI Raids PE Firm Tied To China Reverse Mergers
Federal agents have raided the Wall Street offices of corporate finance and private equity firm New York Global Group Inc., which specializes in Chinese reverse mergers on U.S. stock exchanges, and also searched the home of company President Benjamin Wey, the FBI said Friday.
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January 27, 2012
EU Examines Air France-KLM, Delta, Alitalia Alliance
The European Commission announced Friday that it has opened an investigation into whether a trans-Atlantic joint venture between Delta Air Lines Inc., Air France-KLM SA and Alitalia harms passengers on routes between the U.S. and European Union.
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January 27, 2012
Jones Day Backs Eastman In $4.7B Deal To Buy Solutia
Eastman Chemical Co. has struck a deal to buy specialty chemical maker Solutia Inc. in a cash-heavy, $4.7 billion acquisition that will punch Eastman's ticket to capitalize on China's automotive- and consumer-industry growth, the companies said Friday.
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January 26, 2012
Graco Can't Shake FTC Suit Over $650M ITW Deal
A Washington federal judge on Thursday turned down Graco Inc.'s bid to dismiss a Federal Trade Commission suit seeking to halt the industrial fluid manager's proposed $650 million purchase of certain Illinois Tool Works Inc. operations, but agreed the case would be better off in Minnesota.
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January 26, 2012
BankAtlantic, Investors Battle Over BB&T Deal's Value
One week after the U.S. Securities and Exchange Commission sued the bank for fraud, BankAtlantic Bancorp Inc. on Thursday sparred with investors seeking to block the $3.1 billion sale of the bank’s prime assets to BB&T Corp.
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January 26, 2012
Fed. Circ. Frees DirectTV From $80M Pension Transfer Claim
The Federal Circuit affirmed a ruling Thursday that freed DirectTV from a U.S. claim that it owed $80 million from pension surpluses it kept when it sold off its government contract units and associated employee pensions to The Boeing Co. and defense contractor Raytheon Co.
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January 26, 2012
Wis. Rule Shields Ladish Board From Damages: 7th Circ.
The Seventh Circuit on Thursday refused to revive a putative shareholder class action stemming from Ladish Co. Inc.'s $778 million sale to Allegheny Technologies Inc., saying Wisconsin's business judgment rule doesn't allow an award of damages to shareholders unless they allege willful or intentional misconduct.
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January 26, 2012
Buyers Showing Strong Interest For Peacock's, KPMG Says
KPMG LLP administrators for bankrupt clothing retailer Peacock’s Stores Ltd. and its affiliates announced on Thursday that they have received strong interest from potential buyers, including private equity firms, in recent days.
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January 26, 2012
Celgene Snags Cancer Treatment Co. Avila For $350M
Celgene Corp. has paid $350 million in cash to acquire Avila Therapeutics Inc., a biotechnology company whose potential cancer treatment has shown promise in clinical studies, Celgene said Thursday.
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January 26, 2012
Illumina Rebuffs $5.7B Roche Bid With Poison Pill
Gene sequencing company Illumina Inc. moved quickly Thursday to stymie a $5.7 billion hostile takeover bid by Swiss drugmaker Roche Holding Ltd., adopting a poison pill plan just one day after the offer was made.
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January 26, 2012
Music Network's Asset Row Wrongly Names 2 Defendants: Suit
Two passive investors in struggling country music video broadcaster AFN LLC sought sanctions Thursday against The Country Network LLC in TCN's Florida lawsuit seeking to uphold its purchase agreement for AFN's assets, saying the complaint's naming of them constituted harassment.
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January 26, 2012
Hospital Groups Clash Over Doc Request In Competition Battle
Hospital network West Penn Allegheny Health System Inc. told a Pennsylvania federal judge on Thursday that rival UPMC's request for information in an antitrust case against UPMC was in reality a fishing expedition designed to hamper a $475 million merger between West Penn and insurer Highmark Inc.
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January 26, 2012
AT&T Posts $6.7B Loss Thanks To T-Mobile Breakup Fee
AT&T Inc. on Thursday reported a $6.7 billion net loss for the fourth quarter of 2011, mainly due to a massive breakup fee paid after the company abandoned its proposed acquisition of T-Mobile USA Inc.
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January 26, 2012
$180M Deal Needs Deeper Scrutiny Under CAFA: Sirius Users
A group of Sirius XM Radio Inc. subscribers told the Second Circuit on Wednesday that the purported $180 million "coupon" settlement in the antitrust suit over the merger that created the satellite radio giant warranted a more intensive look under the Class Action Fairness Act.
Expert Analysis
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Taking Stock Of Tech Stocks — Private Vs. Public
Given the economic headwinds facing the Eurozone and other developed economies in 2012, one could be forgiven for being somewhat downbeat about the prospects for corporate M&A and private equity and venture capital investment in the technology sector. However, we believe technology will account for a growing proportion of corporate activity for the year ahead, say Sam Jardine and Jon Gill of Eversheds LLP.
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China's Growing Influence Over Global Transactions
China's recent approval of Seagate Technology PLC's acquisition of a division of Samsung Electronics demonstrates how the country's merger control regime now significantly influences the outcome of global transactions. More importantly, China should be added to the list of major antitrust merger review jurisdictions that may approach the same global transaction differently, say Peter Wang, Sébastien Evrard and Yizhe Zhang of Jones Day.
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How Eurozone Breakup Would Affect Corporate Bonds
While members of the eurozone have taken actions to stabilize their monetary union, it is important to consider what might happen to a corporate bond or loan denominated in euros in two possible breakup scenarios, say Gregory Fernicola and Michael Schwartz of Skadden Arps Slate Meagher & Flom LLP.
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The Dodd-Frank Test For Bank Expansion
The Federal Reserve Board's statement setting forth the rationale for its approval of the expansion proposal by The PNC Financial Services Group is very important because it sets out the initial template the board will apply going forward when it has to review a bank acquisition application, says Michael Bleier of Reed Smith LLP.
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The Lowdown On Top Up Options
Two-step taxable stock acquisitions by tender offer and follow-on squeeze out merger frequently employ what are called "top up options." It is important to consider the intersection of the top up option with the Internal Revenue Code’s section 338, which permits an election that can be favorable after certain corporate stock purchases, says Jack Cummings of Alston & Bird LLP.
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Recent Trends In Joint Venture Governance
For the last decade, governance issues have been a priority at public companies and companies planning to go public. Recent joint venture activity reflects a carryover from the public company arena of this intense focus on improving governance, say Alisa Babitz and Stephen Glover of Gibson Dunn & Crutcher LLP.
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Converging On Federal Reviews Of Electricity Mergers
Although the Federal Energy Regulatory Commission and the U.S. Department of Justice have in large part concurrent jurisdiction over electricity mergers, the two agencies have coordinated little in their review of transactions. Collaboration between the DOJ and the commission can result in more consistency in their decisions on the competitive aspects of transactions, says Donna Kooperstein of King & Spalding LLP.
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The Role Of Market Definition In Merger Cases
The Federal Trade Commission complaint in In re Graco Inc., Illinois Tool Works Inc. and ITW Finishing LLC does not include any specific market-share or market-concentration calculations. It thus arguably implies that the focus on traditional concepts of market-definition analysis is eroding, say Jan McDavid and Corey Roush of Hogan Lovells.
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M&A Shareholder Litigation: A Year In Review
The past year proved to be a busy one for the mergers and acquisitions market. As a result, the Delaware courts had numerous opportunities to provide guidance on several important areas of corporate law. These decisions offer immediate relevance to the M&A practitioner or litigator preparing for what promises to be an equally busy 2012, say attorneys with Skadden Arps Slate Meagher & Flom LLP.
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Minding HSR When Shareholders Increase Stakes
The U.S. Department of Justice Antitrust Division's recent fine of Comcast CEO Brian L. Roberts dramatically highlights the hard reality that the value of incremental acquisitions through option exercises, open market purchases and other follow-on investments must be aggregated with the current fair market value — not the historic cost — of existing holdings to determine whether a Hart-Scott-Rodino Act filing is required, says Todd Hahn of Goodwin Procter LLP.