Mergers & Acquisitions

  • May 27, 2016

    NavSeeker Attorney Defends $6M Fee, $2.75M Class Award

    Attorneys seeking a $6 million fee for winning a proposed $2.75 million buyout of minority shareholders stranded in an allegedly “stolen” company defended the class deal Friday in Delaware Chancery Court, saying the suit also proved NavSeeker Inc.’s overall worth despite the controlling company’s claims that it had no value.

  • May 27, 2016

    Awash In Red, Rit Dye Maker Taps 3 Law Firms For Ch. 11

    Dye and detergent producer Phoenix Brands LLC has tapped Morrison Cohen LLP and Pachulski Stang Ziehl & Jones LLP as co-counsel for its American Chapter 11 case and Osler, Hoskin & Harcourt LLP to represent its Canadian affiliate as the company gears up for a three-way bankruptcy sale.

  • May 27, 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 Simpson Thacher, Wachtell and Weil Gotshal at the helm. Here, Law360 recaps the ones you might have missed.

  • May 27, 2016

    DOJ Sticks By BBA's Airport Facilities Sale In $2B Merger

    The federal government Friday rejected the city of Dallas' concerns over aircraft servicing company BBA Aviation PLC's sale of refueling operations at six airports required to complete a $2 billion merger, telling a D.C. federal court the city didn't adequately address whether the proposed remedy would cure antitrust violations.

  • May 27, 2016

    A Closer Look At The Proxy Case Everyone’s Talking About

    A judge recently sided with Maryland-incorporated real estate investment trust Ashford Hospitality Prime Inc.’s decision to refuse to approve activist hedge fund Sessa Capital LP’s board nominees, effectively ending a proxy contest that would have seen shareholders choose between the status quo and a potentially “enormous” advisory agreement termination fee. Here, Law360 breaks down the decision and what it means for future proxy contests.

  • May 27, 2016

    Google Shareholder Seeks Political Transparency

    Clean Yield Asset Management sent a letter to Alphabet Inc. shareholders Thursday urging them to vote in favor of a proxy measure that would require Google’s parent company to disclose details about its political donations, saying some of its efforts have already caused harm to its reputation.

  • May 27, 2016

    Deals Rumor Mill: Kuka, Verizon, Belgian Post Group

    The top executive at German factory robot maker Kuka is onboard with a recent $5.15 billion takeover offer lobbed by China's Midea Group, more details concerning Verizon's potential proposal for Yahoo's core Internet business have emerged and rumors abound of a merger between Belgian Post Group and PostNL.

  • May 27, 2016

    Legal Saga Over $38B ETE, Williams Deal Heats Up

    The legal saga over Energy Transfer Equity LP’s and The Williams Cos. Inc.’s troubled $37.7 billion merger reached the boiling point Friday, with ETE revealing a counterclaim in Delaware state court that contends Williams is actually the one delaying the deal and argues it should be allowed to abandon merger. Here, a Law360 interactive graphic recaps the many twists since Williams spurned ETE’s advances last summer.

  • May 27, 2016

    Brazil's Marfrig Raises $750M In Overseas Bond Issue

    Brazilian beef, lamb, poultry and fish company Marfrig Global Foods SA said its European subsidiary raised $750 million Wednesday from a single-tranche bond sale, which it will use to buy back outstanding bonds as part of a debt cutting strategy.

  • May 27, 2016

    Taxation With Representation: Proskauer, Skadden, Hogan

    In this week's Taxation With Representation, investment firm Ares Capital makes a $3.43 billion purchase to increase its direct lending capabilities, Siris Capital Group buys up a Massachusetts technology company and an $8.4 billion real estate investment trust is born.

  • May 27, 2016

    UK Insurance Co. Picks Up 2 AXA Units In $548.7M Cash Deal

    U.K. insurance services provider Phoenix Group Holdings said Friday it will buy AXA SA’s pensions and protection businesses in a £375 million ($548.7 million) cash deal that continues the insurance provider’s growth strategy.

  • May 27, 2016

    4 Hot Practice Areas Where Texas Firms Are Hiring

    Transactional partners are the belles of the ball these days among Texas recruiters and headhunters. If you’re contemplating making the move to a new firm, take a look at the four practice areas that are especially sizzling in the Lone Star State right now.

  • May 27, 2016

    Ropes & Gray Steers Adidas Apparel Co. Sale To PE Firm

    Adidas Group on Friday said that it has agreed to sell American sports apparel company Mitchell & Ness to a new entity owned mostly by private equity firm Juggernaut Capital Partners, with legal advice by a Ropes & Gray LLP team and financial guidance from Robert W. Baird & Co.

  • May 27, 2016

    Sainsbury-Home Retail Deal Questioned By UK Watchdog

    Britain's competition watchdog announced Friday that it has launched an inquiry into supermarket chain J Sainsbury Plc's £1.3 billion ($1.9 billion) acquisition of Home Retail Group, the parent company of popular U.K. retailer Argos, saying it was looking into whether the deal might harm competition in the region.

  • May 27, 2016

    Thermo Fisher To Pay $4.2B For Microscope Maker FEI

    Applied sciences giant Thermo Fisher Scientific said Friday it will buy electron microscope maker FEI Co. in a $4.2 billion cash deal it says will be a boon to its structural biology segment.

  • May 26, 2016

    Challenge To $38B Williams-Energy Transfer Deal Kept Alive

    An Oklahoma federal judge kept alive a key claim in a shareholder suit seeking to block a $37.7 billion tie-up between Williams Cos. Inc. and Energy Transfer Equity over allegedly false and misleading statements, ruling Thursday the explanation for a reduced synergy estimate isn’t a protected statement. 

  • May 26, 2016

    Emerald Oil Seeks OK Of $73M Stalking Horse Sale

    Emerald Oil Inc. asked a Delaware bankruptcy judge Wednesday to approve its $73 million stalking horse agreement with CL Energy Opportunity Fund LP and SSC Emerald LP, the offer it selected out of four final bids.

  • May 26, 2016

    Blank Check Co. Landcadia Eyes $250M In Downsized IPO

    After cutting the number of shares it planned to issue, Landcadia Holdings Inc. said Wednesday it's now seeking $250 million in its initial public offering, which the blank check company will look to use for acquisitions in the hospitality, entertainment and gaming industries.

  • May 26, 2016

    Aussie Watchdog Sees Competition Issue In Freight Co. Deal

    Australia’s competition watchdog expressed concerns Thursday about the proposed AU$9.03 billion ($6.52 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.

  • May 26, 2016

    Deals Rumor Mill: Gawker, Anglo American, Takata

    Gawker is considering a sale, Anglo American hopes to net $1.5 billion through the sale of its metallurgical coal mines in Australia, and embattled auto parts maker Takata is in talks with KKR & Co. concerning a potential stake sale.

Expert Analysis

  • Behind The Curtain: Technical Advisers In Complex Cases

    Christopher S. Finnerty

    During complex litigation, litigants often retain consulting experts to help them understand any intricate aspects of social and natural sciences present in a case, but the federal rules provide no such mechanism for the presiding judge. That is where technical advisers come in, say attorneys at K&L Gates LLP.

  • Takeaways From Chelsea Therapeutics Post-Closing Action

    Philip Richter

    The Delaware Chancery Court’s decision in Chelsea Therapeutics Stockholder Litigation highlights that, as reflected in the trend of Delaware decisions over the past couple of years, there is only a narrow path to success in establishing liability of independent and disinterested directors in a post-closing damages action, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Preventing Competitive Harm In AB InBev-SABMiller Merger

    Andre P. Barlow

    Despite no geographic overlap in any local market, the U.S. Department of Justice required comprehensive behavioral conditions to prevent New Charter from engaging in future anti-competitive conduct against its smaller rivals. The DOJ should take the same tough and sophisticated approach to protecting consumers from the much larger Anheuser-Busch InBev-SABMiller merger, says Andre Barlow of Doyle Barlow & Mazard PLLC.

  • 5 Tips For Negotiating And Drafting Joint E-Discovery Plans

    Anthony J. Rospert

    Courts often require parties to develop a joint e-discovery plan. But even when they are not court-imposed, parties should consider using joint e-discovery plans to promote transparency and streamline the discovery process, say Anthony Rospert and Jake Evans of Thompson Hine LLP.

  • Protecting Your PE Firm From Portfolio Co. Obligations

    Glenn D. West

    It's important to review the basic means and manner through which liabilities otherwise created by portfolio companies and acquisition vehicles can be asserted against a private equity firm or its deal professionals. Knowing why the provisions mitigating these risks were originally developed will hopefully encourage continued vigilance, says Glenn West of Weil Gotshal & Manges LLP.

  • Megamergers Under The Microscope

    Randy Gordon

    If the failed Halliburton-Baker Hughes and Staples-Office Depot mergers collectively constitute a bellwether, we can expect to see fewer horizontal competitors propose mergers in markets that are already concentrated, says Randy Gordon of Gardere Wynne Sewell LLP.

  • Panama Papers: Reminders About Law Firm Cybersecurity

    Sean Doherty

    Nowhere is the attractiveness of law firms as cybercrime targets more evident than the recent Mossack Fonseca hack, believed to be the most significant data theft event in history. Firms represent a treasure trove of information and historically have had dreadful cybersecurity practices. There has been some progress, but firms can also commit to better defending their information by taking a simple, three-step approach, says Sean D... (continued)

  • OPINION: Sotomayor's Solution To Pro Bono Is Incomplete

    David A. Lash

    In calling for mandatory pro bono service, U.S. Supreme Court Justice Sonia Sotomayor is effectively using her bully pulpit to advance the cause of access to justice for the poor. Her courageous leadership is a clarion call to action that must be heeded. But bold as it may be, the pronouncement is incomplete, says David Lash, managing counsel for pro bono at O’Melveny & Myers LLP and a member of the Association of Pro Bono Counsel.

  • Creating Barclay Damon: Lessons From A Law Firm Merger

    John P. Langan

    Joining two firms with long histories meant not only combining cultures, philosophies and deeply rooted ways of doing business, but also combining two IT systems, two accounting systems, and two ways of handling many other administrative functions. It didn't help that the firms had different fiscal year ends, says John Langan, managing partner of Barclay Damon LLP.

  • How Courts View Valuation Methods In Appraisal Litigation

    David F. Marcus

    While there are commonly accepted valuation frameworks, whether a judge will view an expert’s valuation as reliable depends critically on the details of the methodology. Economists at Cornerstone Research summarize the common critiques Delaware judges have made of various experts’ work based on a review of 15 recent opinions in M&A appraisal rights cases.