Mergers & Acquisitions

  • July 22, 2016

    Taxation With Representation: MoFo, Davis Polk, Cooley

    This week’s Taxation With Representation sees Japanese companies expanding into the U.K. and the U.S. while two drug companies team up to develop and market cancer treatments.

  • July 22, 2016

    GE Again Says Arbitrators Must Work On Rail Row

    General Electric Co. sought to swat aside arguments by Alstom SA that they must take their dispute over price adjustments in an $800 million rail-signal deal to an accountant, urging a New York federal judge Friday to let arbitration go forward instead.

  • July 22, 2016

    Don't Miss It: Hot Deals & Firms We're Following This Week

    With so much mergers and acquisitions news this week, you may have missed several deals announced in recent days, with firms such as Reed Smith and Hogan Lovells at the helm. Here, Law360 recaps the ones you might have missed.

  • July 22, 2016

    Attorneys' Fees Nixed In $14B Keurig Acquisition Suit

    A Delaware Chancery judge denied an award of attorneys' fees Friday to the legal team representing shareholders that challenged the $14 billion acquisition of Keurig Green Mountain Inc., saying that the deal disclosures attained by the lawyers weren’t beneficial to the shareholders.

  • July 22, 2016

    Anatomy Of A Merger: Risk Pays Off In Ball’s Bet On Rexam

    Skadden Arps Slate Meagher & Flom LLP’s longtime client Ball Corp. would from time to time mull a combination with one of its fellow aluminum can manufacturers, but at the end of 2014, that consideration started to turn into something more as talks with U.K. rival Rexam opened the door for a bid.

  • July 22, 2016

    Fox Fights Comcast's Docs Bid In Network Bankruptcy Suit

    Fox Sports Net asked a Texas bankruptcy court Thursday not to make it turn over documents from contract negotiations with the MLB’s Astros and NBA’s Rockets in a suit alleging Comcast intentionally torpedoed the value of a Houston affiliate, saying this request is barred by an earlier court order in the larger proceeding. 

  • July 22, 2016

    Hastings Parent Gets Green Light For Liquidation Sales

    The parent company of Hastings Entertainment Inc. received approval Friday in Delaware bankruptcy court for an $85 million sale of its assets to a liquidating partnership that served as an auction stalking horse bidder.

  • July 22, 2016

    L'Oreal To Buy US Brand IT Cosmetics In $1.2B Deal

    French cosmetics giant L’Oreal SA on Friday said that it will buy New Jersey-based IT Cosmetics LLC, a private equity-backed skin care and makeup company, for $1.2 billion in cash, in a deal that will bolster the company’s high-end beauty imprint.

  • July 22, 2016

    Delhaize, Ahold Win FTC OK Of $29B Grocer Merger

    Grocery giants Delhaize and Ahold can go ahead with a planned merger valued at about $29 billion if they sell off 81 stores, the Federal Trade Commission said Friday.

  • July 22, 2016

    Watchdogs Demand Block Of $43B ChemChina-Syngenta Deal

    The National Farmers Union and a food safety group on Thursday urged the Committee on Foreign Investment in the U.S. to block ChemChina's proposed $43 billion acquisition of Syngenta AG, saying the deal poses an "unacceptable national security risk."

  • July 22, 2016

    Deals Rumor Mill: Verizon, Goldman Sachs, BRF SA

    Verizon may have won the battle for Yahoo's core internet assets, Goldman Sachs intends to raise up to $8 billion for a private equity fund, and BRF SA could try to raise $1.5 billion via an IPO of its Sadia Hala unit.

  • July 22, 2016

    Silver Run Buys 89% Stake In Oil And Gas Co. Centennial

    Riverstone Holdings LLC-backed Silver Run Acquisition Corp. has acquired an 89 percent stake in Texas-based crude oil producer Centennial Resource Development LLC, the companies said Friday, giving Silver Run control of a company that has significant exploration and production operations in the Southern Delaware Basin.

  • July 22, 2016

    Philippine Telcos Can’t Block Review Of $1.48B Deal

    A Philippines court has denied Globe Telecom Inc.’s application for a temporary restraining order to keep the country’s competition authority from reviewing its $1.48 billion deal with Philippine Long Distance Telephone Co. to acquire San Miguel Corp.’s telecommunications business, the regulator said Friday.

  • July 22, 2016

    Australia Won't Oppose $6.7B Freight Takeover

    The Australian competition authority said on Thursday it would not oppose a proposed AU$9.03 billion ($6.72 billion) tie-up between freight logistics company Asciano Ltd. and a group that includes private equity and pension funds led by Brookfield Infrastructure Partners LP and logistics company Qube Holdings Ltd.

  • July 22, 2016

    Hellman & Friedman Invests $900M In Software Co. Genesys

    Private equity outfit Hellman & Friedman LLC has agreed to inject $900 million into California-based Genesys, the companies said on Friday, an investment that values the marketing, sales and service software provider at roughly $3.8 billion.

  • July 22, 2016

    RioCan REIT Buys Out CPPIB's Mall Stakes For $267M

    RioCan Real Estate Investment Trust has reached an agreement to buy out its partner Canada Pension Plan Investment Board's 50 percent interest in four malls across Canada for CA$352 million ($267.2 million), according to an announcement on Thursday from the Toronto-based REIT.

  • July 22, 2016

    Ex-Fox Rothschild Atty Gets 6 Months For Insider Trading

    A former Fox Rothschild LLP attorney was slapped with a six-month prison sentence on Friday following his conviction on charges that he used insider information to trade ahead of a $760 million insurance industry merger his firm was helping to handle.

  • July 21, 2016

    DOJ Stance On $100B Beer Deal Caps AB InBev Expansion

    The U.S. Department of Justice doled out a series of restrictions on Anheuser Busch InBev’s future distribution and acquisition practices to alleviate competition concerns over the brewing behemoth’s more than $100 billion acquisition of No. 2 brewer SABMiller PLC, a less common approach that opens up the playing field for craft brewers but may be difficult to fully enforce, experts say.

  • July 21, 2016

    Class Fee In $7.2B Receptos Merger Suit Slashed To $100K

    In the latest test of Delaware standards for merger challenges that end with extra stockholder disclosures and “mootness” fees, the Chancery Court on Thursday slashed a $350,000 attorneys' fee request to $100,000, saying the case delivered no material benefit to the $7.2 billion Celgene Corp.-Receptos Inc. tie-up.

  • July 21, 2016

    Comverge Directors Say Shareholder Merger Suit Has Run Dry

    Officers of energy management technology company Comverge Inc. argued Thursday in Delaware Chancery Court that a stockholder suit with one remaining claim challenging its 2012 merger with HIG Capital LLC should end, saying the board did not breach its fiduciary duties by granting deal protections to the buyer.

Expert Analysis

  • Availability Of Specific Performance To Jilted M&A Parties

    Stephen L. Ascher

    Recent cases illustrate that despite the generally extraordinary nature of forcing a breaching party to perform a contract rather than pay money damages, both buyers and sellers in M&A agreements should consider making use of the specific performance remedy in the face of a terminating party, say Stephen Ascher and Andrew Lichtman of Jenner & Block LLP.

  • New Filing Rules Will Widen Germany's Merger Control Reach

    Juan Rodriguez

    The planned introduction of a new size-of-transaction threshold is likely to significantly increase the number of merger notifications in Germany, thus increasing the administrative burden on parties to international M&A, and in particular, foreign-to-foreign transactions that have limited impact in Germany, say attorneys with Sullivan & Cromwell LLP.

  • Mitigating The Risk Of Post-Merger Legacy Board Factions

    Steven J. Steinman

    As occurred in the case of Cogentix, loyalties to the legacy constituent corporations of a merger can create serious issues for the ongoing governance and management of the post-merger corporation. The risk is heightened when the controller, former CEO or founder of the smaller constituent company continues as a director or manager of the merged company, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • NY High Court's Ambac Decision Causes Litigation Confusion

    Savvas A. Foukas

    The New York Court of Appeals' recent decision in Ambac Assurance v. Countrywide Home Loans — limiting the common interest privilege — conflicts with the law of many other jurisdictions and creates significant uncertainties for commercial actors in subsequent litigation, say attorneys at Hughes Hubbard & Reed LLP.

  • Improving Merger Analysis With Randomized Control Trials

    Elizabeth M. Bailey

    In this new world of “big data,” there are many instances in which antitrust practitioners may be able to do better in their ability to draw causal relationships in merger analysis by using a controlled experiment technique known as randomized control trials. It is notable that businesses and academics are already using these empirical tests, says Dr. Elizabeth Bailey of NERA Economic Consulting and University of California, Berkeley.

  • How Law Firms Can Create Next-Generation Office Spaces

    Tere Blanca headshot (1).jpg

    Law firms today are recognizing that the process of creating a next-generation workplace is far more complex than relocating to a more modern space in a trendier part of town. The challenge is more significant for larger firms with multiple generations represented within their executive teams, says Tere Blanca, founder of Miami-based Blanca Commercial Real Estate Inc.

  • 'Passive Investor' Lessons From Record HSR Act Settlement

    Pepper_Stephen_GreenbergTraurig.jpg

    The record $11 million fine against ValueAct announced last week for alleged violations of the Hart-Scott-Rodino Act should remind “passive investors” of the implications of communicating with executive management of companies in which they hold voting securities, says Stephen Pepper of Greenberg Traurig LLP.

  • Selling Your Twinkie And Eating It Too

    Alan S. Kaden

    Less than four years after Twinkie maker Hostess Brands was in bankruptcy, the company’s current owners recently agreed to sell interests in Hostess to a special-purpose acquisition company in a deal that involves a "tax receivable agreement" — a growing trend in which tax attributes of the target company are monetized for sellers’ benefit, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Halo Magnifies Patent Infringement Risks In M&A

    Daniel Ilan

    The U.S. Supreme Court's ruling in Halo v. Pulse has changed the landscape of patent infringement risks, and should be taken into account when allocating risks in M&A transactions, including in connection with representations and warranties and associated indemnities, say Daniel Ilan and Shira Borzak of Cleary Gottlieb Steen & Hamilton LLP.

  • Crestwood Highlights Potential For Activism Without Leverage

    Gail Weinstein

    When Raging Capital Management approached energy company Crestwood Equity Partners with recommendations for improving the company’s unit market price, Crestwood took steps to address most of the activist’s recommendations. What was unusual was that the activist was successful despite having no source of leverage, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.