Mergers & Acquisitions

  • June 27, 2016

    The Firms That Won Big At the Supreme Court

    While the usual appellate powerhouse firms scored big at the U.S. Supreme Court in the 2015 term, a dark horse managed to emerge with a spotless 5-0 record, and a veteran boutique was able to shape landmark rulings on both the Affordable Care Act and the Obama administration’s executive orders on immigration. Here, Law360 takes a look at how the country’s top firms performed at the high court this session.

  • June 27, 2016

    The Top Supreme Court Dissents Of The Term

    While Justice Antonin Scalia's death resulted in a Supreme Court term notably lacking his famously pithy, well-reasoned dissents, the justices still managed to make their ire known. Here, we look at the most noteworthy dissents of the term and how Scalia's absence made a mark.

  • June 27, 2016

    The Supreme Court Term By The Numbers

    A vacant seat on the court. Controversial decisions on abortion and affirmative action. A judicial deadlock on immigration. For the U.S. Supreme Court, it was both business as usual and a session unlike any other. Here, Law360 takes a deep dive into the numbers behind the high court's latest term, examining the vote counts, overturn rates and dissents from this divided court.

  • June 27, 2016

    The Funniest Moments Of The Supreme Court's Term

    Late Justice Antonin Scalia joked about taking bribes, Justice Stephen Breyer imagined a hot dog detector and Chief Justice John Roberts needed help deciphering a young lawyer's lingo. Amid the customary seriousness of this term's U.S. Supreme Court arguments, there were some memorable moments of courtroom comedy. Here, Law360 looks back at humorous highlights from the past year.

  • June 27, 2016

    A Divided Court Finds New Ways To Be Unanimous

    The U.S. Supreme Court's struggle to avoid 4-4 splits this term led to a new kind of unanimity, experts say, with the four justices in the ideological middle forging consensus on narrow points of law.

  • June 27, 2016

    DreamWorks Investor Sues Katzenberg In $3.8B Comcast Row

    A DreamWorks Animation SKG Inc. shareholder launched a putative class action in Delaware Chancery Court on Monday against co-founder Jeffrey Katzenberg, claiming Katzenberg struck a lucrative "side deal" to the proposed $3.8 billion merger with Comcast that violates the animation house's charter and shuts stockholders out of receiving equivalent value.

  • June 27, 2016

    8 Wasn't Enough For Lawyers Seeking High Court Clarity

    The eight-justice U.S. Supreme Court failed to reach majority decisions in some of the most closely watched cases of the term, leaving controversial legal questions unanswered and underscoring the stakes of the political fight over the late Justice Antonin Scalia's replacement.

  • June 27, 2016

    Skadden Guides Gannett In $156M ReachLocal Deal

    Gannett, led by Skadden Arps Slate Meagher & Flom LLP, said Monday it will snap up digital services company ReachLocal for $156 million, as the media company continues to weigh whether or not to walk away from its hostile pursuit of the newspaper publisher formerly known as Tribune Publishing Co.

  • June 27, 2016

    Viacom Board Is Frozen Until Del. Rules On Redstone Moves

    A Delaware court on Monday froze Viacom Inc.'s 11-member board in place, pending the outcome of a battle over majority shareholder Sumner Redstone's mental competence and role in an attempted ouster of five company directors.

  • June 27, 2016

    Deals Rumor Mill: China Resources Pharma, Apax, Kuka

    China Resource Pharmaceutical Group is planning a more than $1 billion IPO, Apax Partners may sell Epicor Software, and Kuka and Midea are close to clinching an agreement that will see Midea pay up to €115 per share to acquire a larger stake in the German industrials company.

  • June 27, 2016

    Williams Appeals ETE Merger Escape After Investors OK Deal

    The Williams Cos. on Monday appealed a Delaware court ruling that gave Energy Transfer Equity LP the right to abandon a nearly $21 billion merger between the two companies, filing court papers hours after Williams shareholders overwhelmingly voted in favor of the deal.

  • June 27, 2016

    FTC Says Ill. Merger Case Shouldn’t Sway 3rd Circ. Appeal

    The U.S. Federal Trade Commission told the Third Circuit Monday that an Illinois federal judge's ruling against it in its fight to prevent the merger of two Chicago-area hospitals should not impact the appellate court's review of a similar merger in Pennsylvania because the cases are fundamentally different.

  • June 27, 2016

    Pacific Sunwear Gets OK On Ch. 11 Disclosure Statement

    Bankrupt clothing retailer Pacific Sunwear of California Inc. received court approval Monday for its disclosure statement outlining an $88 million debt-for-equity swap with prepetition lenders.

  • June 27, 2016

    Settlement Paves Way For $6.6B Australian Freight Takeover

    Australian freight logistics firm Asciano Ltd. said on Monday it has reached a settlement with a group of shareholders about its joint venture with logistics provider ACFS Port Logistics, thus removing a legal obstacle that had blocked its AU$9 billion ($6.6 billion) takeover by logistics company Qube Holdings Ltd. and Brookfield Infrastructure Partners.

  • June 27, 2016

    Verizon & XO Urge FCC To Ignore Dish Protest To $1.8B Deal

    Verizon Communications Inc. pushed back at Dish Network Corp.’s objections to Verizon's $1.8 billion purchase of XO Holdings Inc.'s fiber-optic network business, telling the Federal Communications Commission in a letter Friday that the satellite TV company is simply going on a fishing expedition.

  • June 27, 2016

    2nd Circ. Tosses Atmel Fraud Suit Over French Plant Closure

    A Second Circuit panel said Monday a bankrupt French manufacturing plant and an employee cannot bring a proposed class action alleging semiconductor manufacturer Atmel Corp. fraudulently sold off the plant to German firm LFoundry GmbH in order to avoid the costs of shuttering it, saying the case is best suited to be heard in a French court.

  • June 27, 2016

    UK Constitution Could Hold The Key To Reversing Brexit

    As the fallout from the U.K.’s historic vote to leave the European Union continues, the Scottish government and other pro-Europe die-hards have been searching for legal leverage to reverse the referendum’s outcome.

  • June 27, 2016

    Simpson Thacher Guides People’s In $402M Suffolk Deal

    People’s United Financial Inc. has agreed to buy Suffolk Bancorp in a $402 million all-stock deal, with guidance from Simpson Thacher & Bartlett LLP, the financial services company said Friday, as it moves to expand its regional bank in the New York metropolitan area.

  • June 27, 2016

    American Financial Boosts National Interstate Takeover Bid

    American Financial Group Inc. revealed Monday it is willing to pay more to take over National Interstate Corp., while pushing forward with a recently revived bid more than two years after an earlier buyout attempt fell apart.

  • June 27, 2016

    Marriott's $13.6B Starwood Buy Gets EC Approval

    Europe’s competition watchdog greenlighted Marriott’s $13.6 billion acquisition of Starwood on Monday, allowing the hotel operators to clear one of the final challenges to creating the world’s largest hotel company.

Expert Analysis

  • The Cloud And Ethical Considerations For Lawyers

    Bradley S. Shear

    Despite regular news stories detailing the need to update our digital privacy laws and increase our cybersecurity protections, law firms and in-house legal departments should feel confident that utilizing cloud providers with strong privacy and security protections will not breach their ethical obligation to clients, says Bradley Shear of the Law Office of Bradley S. Shear LLC.

  • A Proxy Season For The Record Books

    Bruce H. Goldfarb

    When it comes to proxy contests and shareholder activism, one of the most striking changes this year is the quality and tone of the dialogue between companies and their shareholders, says Bruce Goldfarb, founder and CEO of Okapi Partners LLC.

  • How Lawyers Can Harness The Power Of Social Media

    Monica Zent

    It’s important to first decide what your personal brand is. Are you a crusader? A wry observer? A compassionate witness? Your social media presence doesn’t have to reflect the deepest aspects of your identity — it’s merely an image that you project, says Monica Zent, founder and CEO of Foxwordy Inc.

  • From The Partner's Desk: Tips For Recent Law Grads

    Gary M. Gansle

    One of the most prevalent complaints by associates and recent law school graduates is the lack of meaningful mentoring by more seasoned attorneys. Gary Gansle, leader of Squire Patton Boggs LLP's Northern California employment law practice, offers several tips as a light that can help junior attorneys start down the right path in their career development.

  • Del. Appraisal Legislation Is A Step In Right Direction

    David N. Shine

    New legislation recently passed by the Delaware Senate may curb the cost of certain appraisal litigation. However, it does not include certain fundamental changes to the appraisal statute urged by takeover practitioners to limit abusive “appraisal arbitrage,” say attorneys with Paul Hastings LLP.

  • 'Taking My Talents To South Beach': Law Firm Version

    MarkACohen.jpg

    LeBron James has established his worth by tangible metrics. He cashed in on a free agent bonanza fueled by the NBA’s economic model that supports his regal compensation. But such is not the case when it comes to first-year associate salaries of $180,000 at certain law firms and $2,000 an hour billing rates for certain partners, says Mark A. Cohen, founder of Legal Mosaic LLC.

  • Dell Appraisal Fallout Impossible In Nevada

    Albert Z. Kovacs

    The Delaware Chancery Court’s recent determination of the fair value of Dell has prompted valid concerns over the potential impact not only on the outcomes of future appraisal proceedings but also on deal negotiations. Such concerns are unwarranted under Nevada law, which yields a much more definitive and predicable result, says Albert Kovacs of Brownstein Hyatt Farber Schreck LLP.

  • Is Your Board Prepared For An Activist Challenge?

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    More than 50 percent of boards reportedly have no plan in place to face an activist challenge. In this short video, Cynthia Krus and Annie Flowers of Sutherland Asbill & Brennan LLP discuss what boards can proactively do to prepare for year-round activism, the new norm in American boardrooms.

  • An Important Tip For Academic, Nonprofit Hospital Mergers

    Brian Hauck

    Regardless of how the Third Circuit deals with the marketplace questions raised by a Pennsylvania federal court decision in Federal Trade Commission v. Penn State Hershey, the district court’s analysis highlights one concrete step that merging academic and nonprofit hospitals can take to smooth their path, says Brian Hauck of Jenner & Block LLP.

  • Comparing Appraisal Rights In Light Of Dell: US Vs. Canada

    Jonathan Feldman

    The Delaware Chancery Court's recent appraisal decision in Dell provides an opportunity to consider how Canadian courts would likely approach facts similar to those in Dell, as well as structural differences between Canadian and U.S. dissent and appraisal regimes that may affect the implementation of these strategies north of the border, say attorneys with Goodmans LLP.