Mergers & Acquisitions

  • August 24, 2016

    C&J Gets $500K Damages Award As Merger Challenge Is Tossed

    A suit challenging the 2015 merger of C&J Energy Services Inc. and Nabors Industries Ltd. was dismissed on Wednesday by a Delaware chancery judge who also awarded C&J more than half a million dollars in damages to cover the company’s expenses incurred by shopping around for a better deal.

  • August 24, 2016

    Class Seeks OK For $36M Louisville Bedding Sale Fight

    Shareholders led by Buttonwood Tree Value Partners LP have asked Delaware’s Chancery Court to certify a class to challenge Louisville Bedding Company’s management-led, go-private buyout, saying the 2013 deal improperly benefited insider directors and officers

  • August 24, 2016

    Cohen Capital Calls For Shakeup At Engineering Firm CBI

    Private investment firm Cohen Capital Management on Wednesday called on Netherlands-based engineering and construction firm Chicago Bridge & Iron Co. NV to overhaul its “clearly incapable” management team in light of stock underperformance purportedly spurred by poor M&A choices and a lack of strategy.

  • August 24, 2016

    Robbins Geller Snags Lead In Ruckus Wireless Investor Suit

    A Delaware federal court added another proposed shareholder class action to Robbins Geller Rudman & Dowd LLP's plate on Wednesday, appointing the firm to lead a suit by Ruckus Wireless Inc. shareholders over the company's $1.2 billion sale to Brocade Communications Systems Inc.

  • August 24, 2016

    Blank Check Co. Files $200M IPO To Pursue Media Deals

    Blank check company Saban Acquisition Corp. filed and set terms Tuesday on a $200 million initial public offering, raising proceeds to hunt for targets in the media and entertainment industries, marking the latest acquisition-minded vehicle to join the IPO pipeline.

  • August 24, 2016

    Aussie Retailer Woolworths Readies $1B In Divestitures

    Woolworths said Wednesday it will unload its home improvement business through three separate deals together worth A$1.5 billion ($1.14 billion), paving the way for a full divestiture roughly seven months after the Australian retailer started hunting for a buyer.

  • August 24, 2016

    Deals Rumor Mill: Mauser Group, CDH Investments, PharMerica

    PE-backed Mauser Group could soon go public in an IPO valuing the packaging company at around $2 billion; China's CDH Investments intends to sell up to $916 million of its shares in pork giant WH Group; and PharMerica, a pharmacy that serves long-term care facilities, is exploring a sale.

  • August 24, 2016

    PE Firm Can't Stay Discovery In $1.5M Fee Row, Court Told

    Acquisition company Harvey & Co. asked a New York federal court Tuesday not to stay discovery in its $1.5 million suit against MidOcean Partners as it considers the private equity firm’s play to escape claims it owes Harvey a finder’s fee on MidOcean’s 2015 purchase of a toy maker, saying the underlying motion is meritless.

  • August 24, 2016

    Hallmark Channel Investors Want Appraisal After $175M Deal

    Investors whose Hallmark Channel shares were bought for $22.1 million by privately owned Hallmark Cards Inc. in a $175 million merger asked the Delaware Chancery court on Tuesday whether around $5 a share had been a fair price.

  • August 24, 2016

    Lewis Brisbois Adds Father-Son Pair To Business Practice

    Lewis Brisbois Bisgaard & Smith LLP has brought on a father-son duo, fomerly of the Vernon Law Group PLLC, to its business services practice in Dallas and Los Angeles.

  • August 24, 2016

    Ropes & Gray Leads Pfizer In Deal For AstraZeneca Unit

    Pfizer, led by Ropes & Gray, will snap up AstraZeneca’s small molecule anti-infectives unit, the U.S. pharmaceutical giant said Wednesday, just two days after unveiling a $14 billion buyout of oncology biotech Medivation.

  • August 24, 2016

    Ropes & Gray Steers CCMP's Purchase Of Badger Sportswear

    New York middle market private equity firm CCMP Capital Advisors LLC has agreed to take a controlling interest in family-owned team uniform and other athletic apparel manufacturer Badger Sportswear, the companies said Tuesday, in a deal guided by Ropes & Gray LLP and McGuireWoods LLP.

  • August 23, 2016

    3 Takeaways From CFIUS' OK Of ChemChina-Syngenta Deal

    The Committee on Foreign Investment in the United States' approval of ChemChina's $43 billion acquisition of Syngenta is the largest-ever outbound Chinese acquisition, and experts say the green light bodes well for future deals that will have to be approved by the committee because CFIUS evaluates the merits of each deal without being influenced by outside factors.

  • August 23, 2016

    Merger Privilege Claims Snarl ETE Unit-Offer Class Fight

    The collapsed merger of The Williams Cos. and Energy Transfer Equity LP continued to cast a shadow Tuesday over document squabbles in a lawsuit in Delaware Chancery Court challenging ETE’s recent private unit offering, with class attorneys disputing privilege claims for some documents referencing merger negotiations.

  • August 23, 2016

    TransPerfect COO Sues For $5M, Says CEO Berated Him

    Amid a bitterly contested court-ordered sale of TransPerfect Global Inc., the translation services company’s chief operating officer sued its co-CEO, Elizabeth Elting, in New York state court for $5 million on Tuesday, alleging she breached his contract by withholding compensation and subjected him to constant public yelling and berating.

  • August 23, 2016

    Deals Rumor Mill: Dalian Wanda, AIG, Clearspring Capital

    Dalian Wanda intends to continue buying Hollywood companies to boost China’s moviemaking capabilities, AIG is in talks to sell some of its business operations to Canada Pension Plan Investment Board and private equity firm Clearspring Capital plans to sell a Canadian company that provides drug services to nursing homes.

  • August 23, 2016

    Affinity Gaming Embraces Z Capital's $580M Valuation Bid

    Z Capital Group LLC’s private equity arm is set to purchase Affinity Gaming in an all-cash deal, announced Tuesday, that values the casino gaming operator at $580 million, after having its first two offers for the company rejected.

  • August 23, 2016

    Sundevil Gets OK For Sale Of Ariz. Power Blocks

    Bankrupt energy producer Sundevil Power Holdings LLC received approval Tuesday in Delaware bankruptcy court for a Chapter 11 sale of its assets that include two of the four power blocks at an Arizona power generating station, with a stalking horse bidder as the buyer.

  • August 23, 2016

    GE Account In Class Share Flip Fight Called 'Unsatisfying'

    Some General Electric Co. explanations for a multistep, $5 billion stock conversion that saw investors unknowingly sell off holdings and lose appeal rights just before company actions that restored their share’s eroded values appear “unsatisfying,” a Delaware vice chancellor said Tuesday.

  • August 23, 2016

    Italian Co. Seeks €570M For Vivendi Change To Pay TV Deal

    A key investor in Italian broadcaster Mediaset S.p.A. on Tuesday asked a Milan court to award it €570 million ($644 million) in damages from French media group Vivendi SA for seeking to change the terms of its deal to purchase Mediaset’s pay television business.

Expert Analysis

  • FTC Alums: Retail Mergers Reflect New Approaches At FTC

    Joshua D. Wright

    The Federal Trade Commission is poised to take the next step — perhaps the most significant one in its century-long history — in the evolution of its approach to merger enforcement. This evolution is apparent in the context of retail markets, as illustrated by FTC decision-making and analysis in the recent Safeway and Family Dollar transactions, say former FTC Commissioner Joshua Wright and Theodore Serra of Wilson Sonsini Goodrich & Rosati PC.

  • From BigLaw To Your Own Firm: 4 Tips For Legal Startups

    Russell Shinsky

    Highly successful attorneys who are thinking about leaving the safe haven of a large law firm to go out on their own face a number of issues specific to the legal profession. Russell Shinsky, chairman of Anchin Block & Anchin LLP's law firms industry group, shares four pillars of a successful startup law firm.

  • Chancery Endorses Share Tracing In Dell

    Nicholas O'Keefe

    After a string of decisions that have been widely interpreted as rejecting a share-tracing requirement in appraisal proceedings, the Delaware Chancery Court in Dell adopted a new test that introduces a means by which defendant corporations can rebut an appraisal petitioner’s prima facie case, says Nicholas O'Keefe of Kaye Scholer LLP.

  • FTC Alums: 5 Institutional Challenges For The FTC

    William E. Kovacic

    The five institutional challenges confronting the Federal Trade Commission deal with fundamental assumptions that guided the agency’s creation. These challenges are policy perennials and will face the agency regardless of who wins the 2016 presidential election, says former FTC Chairman William Kovacic, a professor at George Washington University Law School.

  • The ETE-Williams Dispute Through A Tax Lens

    Peter J. Connors

    The covenant in the merger agreement between Energy Transfer Equity and the Williams Companies requiring a tax opinion from Latham & Watkins LLP specifically is common in such agreements. Peter Connors and Jason Halper of Orrick Herrington & Sutcliffe LLP take a close look at why Latham decided not to write the opinion, and why Delaware Vice Chancellor Sam Glasscock decided that Latham acted in good faith.

  • 4 Communications Fundamentals For High-Stakes Litigation

    Michael J. Gross

    The court of public opinion can mete out judgments as harsh as those rendered by a court of law, which is why communications professionals and attorneys should be working together to protect their clients’ reputation and advance their legal objectives as litigation proceeds, as well as when decisions or settlements are reached, say Michael Gross and Walter Montgomery at Finsbury.

  • Food Equity Act Would Add USDA To CFIUS

    Christopher R. Brewster

    Recently introduced legislation proposes to add the U.S. Department of Agriculture as a full member of the Committee on Foreign Investment in the United States. It is fair to say that the prospects for the bill are good, but if nothing else, it is certain to revive the debate over the nexus between national security and food supply, say attorneys at Stroock & Stroock & Lavan LLP.

  • FTC Alums: SMARTER Changes To FTC Merger Reviews

    Terry Calvani

    The Standard Merger and Acquisition Reviews Through Equal Rules Act — known as the “SMARTER Act” — simply seeks to codify how the Federal Trade Commission has used administrative litigation for proposed mergers in the past 20 years, and ensures that parties are subjected to the same legal standard when the FTC or DOJ seeks to block a merger, say former FTC Commissioner Terry Calvani and Hiram Andrews of Freshfields Bruckhaus Deringer LLP.

  • Mending Disconnect Between Inside And Outside Counsel

    Dennis J. White

    M&A transactions are by their very nature complex human endeavors, involving different players with disparate agendas, multiple sets of lawyers, and dizzyingly complex issues. In short, they constitute a perfect test case for exploring how legal project management can be used to create a constructive planning, communications and collaboration regime between clients and their outside counsel, say Dennis White of Verrill Dana LLP and... (continued)

  • FTC Alums: Focusing On The FTC With 2020 Vision

    Andrew J. Strenio Jr.

    I wish the Federal Trade Commission and its dedicated officials well in their service to the public interest — but I also wish the agency would do still better in its adherence to these principles and in fulfilling the competition and consumer protection missions entrusted to it. That requires the insight to distinguish good intentions from wisdom and busyness from progress, says former FTC Commissioner Andrew Strenio, a partner a... (continued)