Mergers & Acquisitions

  • May 27, 2015

    SIFMA Asks Del. Justices To Nix $76M RBC Liability Over Deal

    The Securities Industry and Financial Markets Association urged Delaware’s top court Tuesday to free RBC Capital Markets LLC from liability for its advice on the private equity buyout of ambulance operator Rural/Metro Corp., arguing the lower court misconstrued the role financial advisers play.

  • May 27, 2015

    Kraft Investor Suits Over $45B Heinz Merger Get Consolidated

    A Virginia federal judge on Tuesday consolidated four putative shareholder class actions against Kraft Foods Group Inc. that allege its planned, $45 billion merger with H.J. Heinz Co. gives preference to Heinz, ruling the suits are nearly identical.

  • May 27, 2015

    Hogan Lovells Expands IP Practice With Ex-Bracewell Atty

    Hogan Lovells announced that it has expanded its intellectual property, media and technology practice with the addition of a former Bracewell & Giuliani LLP partner with a global IP practice focused on the energy industry as partner in its Houston office.

  • May 27, 2015

    NorthStar Pays $875M For Independent Living Portfolio

    NorthStar Asset Management Group Inc. said Wednesday it will purchase a portfolio of independent living facilities from Harvest Facility Holdings LP for $875 million, beefing up the health care holdings of two of its affiliates.

  • May 27, 2015

    Lane Powell Nabs Corporate, Telecom, Enviro Pro In Seattle

    Seattle-based Lane Powell PC has recruited a seasoned general counsel and transactional pro with experience in the telecommunications and renewable energy sectors to join the firm’s startups and emerging companies practice, the firm said Tuesday.

  • May 27, 2015

    Nomura Trio To Come Together In $7.3B REIT

    Three Nomura Real Estate Group real estate investment trusts announced on Wednesday that they have entered into a merger agreement to create the largest diversified Japanese REIT with about 900 billion Japanese yen ($7.27 billion) in assets.

  • May 26, 2015

    Faegre Baker Advises Hormel In $775M Organic Meats Deal

    With brands like Spam, Skippy and Muscle Milk already under its belt, Hormel Foods Corp., advised by Faegre Baker Daniels, on Tuesday said it agreed to pick up Applegate Farms LLC for about $775 million in an effort to expand into the organic meats space.

  • May 26, 2015

    KKR Gets Nod For $39M Deal Ending Primedia Sale Row

    A Delaware Chancery judge blessed an agreement Tuesday that will see private equity firm KKR & Co. LP pay $39 million to settle a class action which alleged its $525 million sale of Primedia Inc. unfairly deprived the publisher's minority shareholders of valuable claims.

  • May 26, 2015

    5 Reasons Charter Won't Face Comcast's Fate In TWC Buy

    Charter Communications Inc.'s $55 billion purchase of Time Warner Cable Inc. won't fall victim to the same regulatory pitfalls that torpedoed Comcast Corp.'s recently abandoned attempt to buy TWC, experts say, despite it being a merger of the second- and third-largest U.S. cable television providers. Here, Law360 looks at five reasons Charter's attempted acquisition is different from Comcast's.

  • May 26, 2015

    Fried Frank, Steptoe Guide SFX's $307M Go-Private Deal

    The CEO of worldwide electronic dance music promoter SFX Entertainment Inc. is planning to shell out $306.7 million to take the company private in a deal guided by Fried Frank Harris Shriver & Jacobson LLP and Steptoe & Johnson LLP, SFX said Tuesday.

  • May 26, 2015

    Independence Drops $1.4B On Rival Australian Miner

    Independence Group NL has agreed to snatch rival gold and nickel mining firm Sirius Resources NL for AU$1.8 billion (US$1.4 billion) in cash and stock, creating an Australian mining giant with an estimated combined market value of AU$2.7 billion, the companies said Monday.

  • May 26, 2015

    Deals Rumor Mill: Carlyle, LVMH, CTBC Financial Holding

    Private equity outfit The Carlyle Group has tasked Golden Sachs Group Inc. with helping it sell its 85 percent stake in Spanish telecom operator Telecable, while French luxury goods conglomerate LVMH Moet Hennessy Louis Vuitton SA is discussing a potential purchase of French newspaper Le Parisien.

  • May 26, 2015

    Merck Offers EU Antitrust Fixes On $17B Sigma-Aldrich Buy

    German drug and chemical company Merck KGaA and chemical company Sigma-Aldrich Corp. responded on Friday to antitrust concerns held by the European Commission about their proposed $17 billion merger.

  • May 26, 2015

    FTC OKs $27B Reynolds-Lorillard Merger With Divestitures

    The Federal Trade Commission said Tuesday that Reynolds American Inc. and Lorillard Inc. could go ahead with their $27.4 billion merger as long as they sell four cigarette brands to the U.K.'s Imperial Tobacco Group PLC to assuage the watchdog's antitrust concerns.

  • May 26, 2015

    Fluor Urges Calif. Justices To Rethink Henkel Insurance Ruling

    Fluor Corp. urged the California Supreme Court on Tuesday to rethink its 2003 ruling in Henkel Corp. v. Hartford, arguing in its asbestos coverage case against Hartford Accident and Indemnity Co. that the decision clashes with an 1872 insurance law governing liability amid corporate restructurings.

  • May 26, 2015

    Wachtell Blasts CVR's 'Illogical' Bid To Save Malpractice Suit

    Wachtell Lipton Rosen & Katz has again urged a New York federal judge to toss a malpractice suit brought against it by CVR Energy Inc. and activist investor Carl Icahn, calling their reason why a state court’s dismissal of a parallel action should not halt the federal case “illogical."

  • May 26, 2015

    ING Cuts Insurance Co. Stake With $1.3B Offering

    Dutch bank ING Groep NV said Tuesday it plans to sell about €1.18 billion ($1.29 billion) worth of shares in NN Group, an insurance company spun off from ING after its $13 billion bailout, continuing its regulator-mandated divestment of nonbanking interests.

  • May 26, 2015

    EMC Drops $1.2B On Virtustream To Expand Cloud Presence

    Massachusetts-based EMC Corporation will pay $1.2 billion for cloud computing software provider Virtustream, the company said Tuesday, in an all-cash deal that will expand its cloud services business as the IT industry moves toward cloud-based technology.

  • May 26, 2015

    Kirkland, Wachtell Advise Hot Topic's $122M Geeknet Deal

    Private equity-backed retailer Hot Topic Inc., guided by Kirkland & Ellis LLP and the Law Offices of Gary M. Holihan PC, said Tuesday it will buy Wachtell Lipton Rosen & Katz-advised Geeknet Inc. in a deal worth $122 million, including cash and debt, expanding its arsenal of fan-targeted products.

  • May 26, 2015

    5 Insights From CBRE General Counsel Laurence Midler

    We keep a close eye on issues regarding conflicts of interest, professional negligence, privacy and trade secrets, as well as specific areas of employment. These topics are all germane to how CBRE operates its business, says Laurence Midler, executive vice president and general counsel at CBRE Group Inc.

Expert Analysis

  • A New Approach To Contract Due Diligence In M&A

    David Klein

    The problem with the existing M&A due diligence paradigm is that it does not take into consideration risks in contracts that were not considered material to the transaction — risks that will become apparent following closing as these contracts are integrated into the contract management processes of the purchaser, says David Klein of QuisLex Inc.

  • Deadlocked? How To Exit A Joint Venture The Right Way

    Kenneth A. Gerasimovich

    When there are deadlocks over material decisions in a joint venture, judicial dissolution is often an imperfect solution of last resort. Negotiated solutions hammered out while disputes and personal animosities may be clouding the parties’ judgment also may fail to provide satisfactory relief, say Kenneth Gerasimovich, a shareholder at Greenberg Traurig LLP, and Jennifer Brady, a New York-based attorney.

  • 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.