A minority owner of The Philadelphia Inquirer's parent company vowed Tuesday to bid a minimum of $77 million for its publications if a Delaware Chancery judge ordered the parent dissolved via a public auction, the same baseline figure majority owners promised to pay at a proposed private auction.
Bankrupt quarrier Victor Oolitic Stone Co., which does business as Indiana Limestone Co., canceled the scheduled Chapter 11 auction and is set to go with the $26 million stalking horse offer from a unit of private equity firm Wynnchurch Capital, an attorney for the debtor said Tuesday.
Covington & Burling LLP said Tuesday that it has bolstered its aerospace, defense and security industry group by hiring a Department of Defense attorney with expertise in defense industry mergers and acquisitions and government contracting auditing and accounting rules.
A Delaware Chancery judge declined Tuesday to dismiss claims brought by a shareholder of aircraft company Erickson Air-Crane Inc. that alleged the company's private equity majority stakeholder engineered a $250 million deal to buy a unit of Evergreen International Aviation Inc. at minority stockholders' expense.
Seventh Circuit Chief Judge Diane Wood talks to Law360 about managing a court in crisis, surviving two U.S. Supreme Court near-misses, and tailoring crafty dissenting opinions that can change the mind of even the staunchest of ideological opponents.
Dallas-based Caelus Energy LLC on Tuesday said it has partnered with private equity giant Apollo Global Management LLC to invest in Alaskan oil and gas properties as Caelus seeks to build up an independent exploration and production business in resource-rich Alaska.
Pineapple Hospitality Co., a three-year-old Bellevue, Wash.-based hotel management company, announced Monday it purchased Hotel California, a seven-story, 83-room hotel on Geary Street in San Francisco’s theater district.
A group of Walgreen Co. investors recently urged the drug store chain to consider moving its longtime U.S. headquarters to a more tax-friendly jurisdiction, and experts say companies should brace themselves for an influx of sophisticated shareholder activists angling for similar structural changes.
Onex Corp. and Cineplex Inc. may join forces to snap up arcade and restaurant chain Dave & Buster’s Inc., while ConMed is exploring a sale amid pressure from activist investors.
Kirkland & Ellis LLP's David B. Feirstein has worked on some of the largest, most complex and most iconic mergers and acquisitions deals, and even had a hand in concocting a “ketchup” M&A provision, earning him a spot on Law360's list of top M&A attorneys under 40.
Singapore's Ong Beng Seng and a unit of Hong Kong-based real estate firm Wheelock & Co. are teaming up to buy out Seng's Hotel Properties Ltd. in a deal that values the company at about $1.42 billion, according to a Tuesday Singapore Exchange filing.
Russian energy giant OAO Lukoil on Tuesday said it's selling its half of a company that has pieces of four oil and gas projects in Kazakhstan to partner China Petroleum & Chemical Corp., better known as Sinopec, for $1.2 billion.
European antitrust regulators on Tuesday approved Deutsche Telekom AG's plan to buy telecommunications provider GTS Central Europe from a group of private equity firms for €546 million ($733.7 million), finding the resulting company would face sufficient competition from rival telecommunications companies.
Rent-to-own retailer Aaron's Inc. has rejected — and filed suit over — a $2.3 billion takeover offer from private equity firm Vintage Capital Management LLC and instead bolstered its asset portfolio by acquiring a retail credit financing firm for $700 million, the company announced Tuesday.
Legal challenges to mergers and acquisitions resulted in just two monetary settlements for shareholders in 2013, down from four in 2012 and seven in 2011, signaling decreasing odds for shareholders seeking payouts from deals they don’t like, according to a report published Tuesday by Cornerstone Research.
Carbon goods maker Koppers Inc. on Monday agreed to acquire Osmose Group Holdings' wood preservation and railroad services businesses for $460 million.
BlackBerry Ltd. is buying a stake in health care information technology firm NantHealth in a deal that signals the start of the future of real-time health care, the companies said Tuesday.
MGM Resorts International announced Tuesday that it has formed a joint venture with restaurant and club operator Hakkasan Group to develop hotels, resorts and even apartment buildings, in a deal that will pool together certain intellectual property.
Zebra Technologies Corp. will buy Illinois-based Motorola Solutions Inc.'s enterprise business for $3.45 billion in a move to complement Zebra's already established bar code printer making business, the companies said Tuesday.
Liquor giant Diageo PLC on Tuesday sketched out a $1.9 billion plan to nearly double its stake in India's United Spirits Ltd., a big-ticket bet on the country's growing appetite for name-brand beverages as its middle and upper classes continue to rise.
Jewel litigation has been filed after every major law firm bankruptcy in the past 10 years, including Lyon & Lyon, Brobeck, Coudert, Thelen, Heller and Howrey. These lawsuits have produced years of litigation, with similar suits expected in the Dewey bankruptcy. Despite the legal uncertainties surrounding such claims, hiring firms can take steps now to minimize their Jewel risk for any lateral hire, say attorneys with Arnold & Porter LLP.
While the actual breaches are unknown, Heartbleed has the potential to expose all of a lawyer's files stored or transmitted online. The bug raises professional responsibility questions and offers confirmation of the greatest anxieties that the legal industry has about online practice. In fact, the timing is poor for many legal tech providers, following a general industry warming to cloud offerings, says David Houlihan of Blue Hill Research Inc.
As institutional investors and proxy advisory firms push forward with the declassification movement, corporate governance constituencies might consider developing a modified classified board structure that could result in preserving the structure’s value-enhancing benefits while addressing shareholders’ concerns about board accountability, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.
A footnote in the Delaware Court of Chancery’s Rural Metro decision starkly spotlights the visceral trouble spot in the enhanced-scrutiny paradigm — that even the conscientious director who does everything right may still be branded as breaching fiduciary duty. This is particularly troubling in the context of a statutory promise that directors will be “fully protected” if they conscientiously comply, says Peter Allan Atkins of Skadden Arps Slate Meagher & Flom LLP.
Why do the majority of speakers get polite claps at the end of their talks while a few select others receive rousing applause? Having given more than 375 presentations to legal groups, bar associations, Fortune 500 companies and corporate gatherings, I’ve learned a few things about what not to do. Remember, great speakers don’t tell “war stories.” They don’t even give examples from their own practice, says Michael Rubin of McGlinchey Stafford PLLC.
Traditionally, transacting parties could be certain that, with limited exceptions, an asset purchase structure would permit the acquirer to avoid liability for the seller’s pre-acquisition legal violations. Unfortunately, recent developments have cast some doubt on whether the government considers itself bound by the traditional rule in actions arising under the Foreign Corrupt Practices Act and False Claims Act, say attorneys with Bass Berry & Sims PLC.
April 1 marked a new phase in the development of the U.K. competition regime. The most visible change is the creation of a new unitary competition authority. Although the substantive legal regime has not been subjected to any such radical changes, this institutional change is accompanied by a number of noteworthy procedural changes, say Becket McGrath and Trupti Reddy of Edwards Wildman Palmer LLP.
Last month, I received a stack of express mail over a foot deep from the Bureau of Economic Analysis, which has statutory authority to collect vast amounts of data on certain international investments in the U.S. and abroad. The girth of the envelopes highlights the need for a compliance update — especially since the potential penalties for noncompliance include fines and potential jail time for officers, directors, employees or agents, says Amy D'Agostino of Chadbourne & Parke LLP.
Given the requirements of Section 251(h) of the Delaware General Corporation Law, not every two-step merger will be able to take advantage of it to avoid stockholder approval of a back-end merger. Perhaps the most obvious limitation is that it is a state law, so it will only apply to Delaware targets. Even if a target is incorporated in Delaware, however, it may not be able to opt into Section 251(h) for various reasons, says Claudia Simon of Paul Hastings LLP.
In recent weeks, Delaware courts have issued two decisions that are reminders to board members and their advisers about the importance of placing shareholder interests first in the mergers and acquisitions process by conducting unconflicted strategic merger processes that the board (or a special committee) actively oversees and that are structured to incentivize the board and its advisers for obtaining the best result for shareholders, say James Thomas Jr. and Veronica Rendon of Arnold & Porter LLP.