Mergers & Acquisitions

  • September 28, 2016

    TerraForm Settles Suit Over Now-Junked $2B SunEdison Deal

    TerraForm Power Inc. investor Appaloosa Management LP agreed late Tuesday to settle its derivative claims that once targeted the now-scuttled $2 billion acquisition of Vivint Solar Inc. by SunEdison Inc. for promises of corporate governance reform at TerraForm and up to $3 million in legal fees.

  • September 28, 2016

    Redbox Parent Shareholder Suits Merged In $1.6B Buyout Row

    A Washington federal judge said on Wednesday that he would consolidate five proposed class action suits over RedBox parent Outerwall Inc.’s $1.6 billion private equity buyout deal that allegedly favored insiders, including an activist hedge fund that lobbied for a sale.

  • September 28, 2016

    Williams Tells Del. Justices ETE Could Have Saved $38B Deal

    The Williams Cos. told the Delaware Supreme Court late Tuesday that Energy Transfer Equity LP could have done much more to overcome fatal tax issues that spoiled their proposed $38 billion and is relying on the Chancery Court’s errors that allowed the company to quit the deal.

  • September 28, 2016

    State Law Applies To Trucking Merger, Del. High Court Told

    The buyer of a Delaware trucking firm told the state’s high court Wednesday that the buyer's counterclaims in a securities suit should be reinstated because both sides agreed that Delaware’s General Corporation Law applied to the 2012 deal.

  • September 28, 2016

    FTC’s Ill. Hospital Merger Suit Gets 3rd Circ. Boost

    The Third Circuit on Tuesday endorsed the government’s analysis of geographic markets in hospital mergers in siding with the U.S. Federal Trade Commission in a challenge to the combination of two Pennsylvania hospital systems, a decision that could aid the agency’s appeal of an Illinois hospital merger case.

  • September 28, 2016

    Nixon Peabody Adds Corporate Partner In Rochester, NY

    Nixon Peabody LLP has added a former Harter Secrest & Emery LLP corporate lawyer to its practice to boost the corporate practice in its Rochester, New York, office, the firm announced.

  • September 28, 2016

    Danish Funds Grab $640M Stake In Ship Finance Co.

    Danish Ship Finance AS’s largest shareholders sold their stakes in the shipping company lender to a consortium of Danish investment funds for 4.25 billion Danish kroner ($639.95 million), the company said on Wednesday, in a deal that will support the development of its primary business.

  • September 28, 2016

    Inside AB InBev's $100B Takeover Of SABMiller

    Anheuser-Busch InBev’s more than $100 billion takeover of No. 2 rival SABMiller cleared its last major hurdle, paving the way for the world’s largest and second-largest brewers to seal their merger after spending more than a year rallying for global regulatory approvals and stockholder support. Here, a Law360 interactive graphic recaps the many hurdles the deal had to overcome.

  • September 28, 2016

    Deutsche Post DHL Group To Buy UK Mail in £242M Deal

    Global mail and logistics group Deutsche Post DHL Group announced on Wednesday it will acquire UK Mail Group Plc for £242.7 million, or around $315 million, in an effort to strengthen its European cross-border parcel network to meet growing demands from online retail.

  • September 28, 2016

    EC Probes Deutsche Börse-London Stock Exchange Merger

    The European Commission, which serves as the European Union’s antitrust agency, said Wednesday it has opened an investigation to assess whether the proposed merger between Germany’s and London’s stock exchanges is anti-competitive.

  • September 28, 2016

    Cafe Operator Says PE Firms Double-Crossed It In Takeover

    The New York City-area franchisee of The Coffee Bean and Tea Leaf filed suit Tuesday in California state court against a group of private equity investors that had pledged to fund its planned acquisition of the cafe chain, accusing them of conspiring with the chain to cut the franchisee out of the deal.

  • September 28, 2016

    Deutsche Bank Sells Abbey Life Unit To Phoenix for $1.2B

    Deutsche Bank AG agreed to sell its Abbey Life insurance business to Phoenix Group Holdings in a £935 million ($1.22 billion) deal on Wednesday, as the bank gears up for a fight with U.S. regulators over a $14 billion settlement stemming from its mortgage-backed securities sales practices.

  • September 28, 2016

    Chancery Tosses Challenge To AOL's $238M Millennial Buy

    A Delaware Chancery judge on Wednesday threw out claims from a Millennial Media Inc. shareholder challenging the company's $238 million acquisition by AOL Inc., ruling allegations that stockholders, who overwhelmingly voted in favor of the deal, didn’t have enough information were too weak to survive.

  • September 28, 2016

    NY Appeals Court Nixes Rivals’ Bid To Stop Marriott Merger

    Marriott International Inc.’s $13.6 billion merger with Starwood Hotels & Resorts Inc. can stand because the deal doesn’t violate rival hotels’ exclusivity agreements protecting their properties from neighborhood competition, a New York appellate court ruled on Tuesday.

  • September 28, 2016

    AB InBev Clears Final Hurdle For $100B SABMiller Buy

    Anheuser-Busch InBev and SABMiller investors on Wednesday voted in favor of the more than $100 billion combination of the world’s first- and second-largest brewers, marking the last major hurdle the deal needed to clear in order to close next month.

  • September 27, 2016

    Teva Alleges Fraud In $2B Purchase Of Mexican Drug Co.

    Teva Pharmaceuticals Industries Ltd. subsidiaries walloped two brothers who had sold their Mexican drug company to Teva with a $2.3 billion suit in New York state court Tuesday, saying the siblings hid the existence of unlawful products and evaded Mexico’s regulatory requirements.

  • September 27, 2016

    Merge Healthcare Says $1B Sale To IBM Passes Muster

    The former directors of Merge Healthcare Inc. told a Delaware Chancery Court judge Tuesday that its $1 billion sale to IBM in 2015 is compatible with state law, arguing that an investor suit challenging the deal should be dismissed.

  • September 27, 2016

    Baring Private Equity Asia Offers To Buy SAI In $761M Deal

    A unit of Baring Private Equity Asia Group Ltd. has offered to buy Australian risk management services provider SAI Global Ltd. in a deal worth roughly A$1 billion ($761 million), the companies said Monday, and SAI’s board of directors has tentatively signaled its unanimous approval.

  • September 27, 2016

    DOJ Won't Argue ACA Harm In Anthem-Cigna Merger Trial

    The U.S. Department of Justice will abandon claims that a proposed merger between Anthem Inc. and Cigna Corp. will hurt competition on the ACA’s individual insurance marketplace to narrow the scope of the trial set to start in late November, the parties told a D.C. federal court Monday.

  • September 27, 2016

    Deals Rumor Mill: Blue Apron, Dick Clark Productions, Bayer

    Blue Apron is planning an IPO that could value the company at around $3 billion, China's Dalian Wanda is in talks to acquire a controlling stake in Dick Clark Productions and Mylan and Lupin have been added to the list of suitors vying for Bayer's dermatology unit.

Expert Analysis

  • The Courtroom Where It Happened: Hamilton As A Lawyer

    Randy Maniloff

    Often lost in discussions about Alexander Hamilton is that he was an extremely important New York lawyer. He had an extensive law practice until his death in 1804 and he wrote what is considered to be the first treatise in the field of private law. Ultimately, Hamilton certainly did get "a lot farther by working a lot harder, by being a lot smarter, by being a self-starter," says Randy Maniloff of White and Williams LLP.

  • Why Have Lawyers Forgotten About The Middle Class?

    Chas.jpg

    Sorry, fellow lawyers, judges and legislators, but the jig is up. It’s time to show the public the cards up our sleeves and give them a chance to weigh in on the fairness of a system that touches so many aspects of their everyday lives, says Chas Rampenthal, general counsel of LegalZoom.

  • The Right Time To Make A CFIUS Filing

    Stephen Heifetz

    Foreign investors in U.S. companies often must consider whether and when to seek clearance from the Committee on Foreign Investment in the United States. Comparatively little guidance is available on the "when" question. Stephen Heifetz and Alexis Early of Steptoe & Johnson LLP provide several possible answers.

  • Harris Corp. FCPA Declination Is First Of Its Kind

    Robert W. Kent Jr.

    Commentators have justifiably been suspicious of regulators’ claims that they will reward companies that have strong Foreign Corrupt Practices Act compliance programs and that respond to allegations of misconduct as the government has recommended. However, it is difficult to read the recent Harris Corp. resolution as anything other than the government following through on its promises, says Robert Kent of Baker & McKenzie LLP.

  • Prevent Merger Benefits From Becoming Disabling Conflicts

    Ethan A. Klingsberg

    Given the plaintiffs bar’s heightened focus on conflict allegations against target directors premised on merger agreements, boards of target corporations, when reviewing the protections they are granting themselves, should pay attention to not only the guidance of Riverstone National, but also the arguable legacy of CVS-Caremark, says Ethan Klingsberg of Cleary Gottlieb Steen & Hamilton LLP.

  • Common Regulatory Pitfalls In Health Care M&A

    Excerpt from Lexis Practice Advisor
    Matthew E. Eisler

    The health care regulatory environment can be complex and difficult to navigate for new entrants into the field and seasoned veterans alike. Depending on the type of transaction, various federal, state, local and agency rules may apply. Matthew Eisler and Russell Hedman of Hogan Lovells US LLP discuss essential steps to identify and address regulatory risk in health care acquisitions.

  • Managing The Compliance Aspects Of PE Investments

    Francois Hellot

    It can be difficult for a private equity investor to detect potential wrongdoing by the entities or individuals involved in a target’s business. Therefore, when drafting contractual safeguards in a purchase agreement, investors should take measures to shield themselves against both identified and unidentified risks, say attorneys with Dechert LLP.

  • Overhauling Law Firm Records Departments For A New Reality

    Raymond Fashola

    As automation increases, so do business challenges that impact overall law firm operations. Records departments are facing roadblocks associated with antiquated processes, ever-changing regulatory requirements, and emerging technologies. As a result, firms are reassessing the needs of their records department staffing models, says Raymond Fashola of HBR Consulting.

  • Unclaimed Property Law: What Oil And Gas Cos. Should Know

    Carol Lynn Thompson

    States have recently stepped up enforcement of unclaimed property laws to generate additional revenue and the oil and gas industry has become an attractive target. Because unclaimed property compliance obligations can be particularly complex it is critical that companies understand the current landscape and the best ways to navigate the audit process, say attorneys at Sidley Austin LLP.

  • A Snapshot Of M&A Activity In August

    Video thumbnail

    M&A activity in August 2016 declined across most metrics both in the U.S. and globally. In this video, Ariel Deckelbaum of Paul Weiss Rifkind Wharton & Garrison LLP discusses the latest changes in U.S., global and sponsor-related activity.