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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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."
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.
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.
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.
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.
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.
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.
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.