Mergers & Acquisitions

  • March 27, 2015

    RBC Bearings Rolls Into $500M Deal For Dover Subsidiary

    RBC Bearings Inc. inked a deal Friday for $500 million in cash and new debt to buy Sargent Aerospace & Defense from Dover Corp., expanding its already formidable precision manufacturing operations.

  • March 27, 2015

    SkyMall Clinches $1.9M Asset Sale To C&A

    An Arizona bankruptcy judge on Friday approved the sale of SkyMall LLC assets to C&A Marketing Inc. for $1.9 million.

  • March 27, 2015

    Deals Rumor Mill: Intel, Tank & Rast, Amazon

    Intel Corp. is exploring an acquisition of fellow tech company Altera Corp., which has a market capitalization of $10.4 billion, while German motorway service station group Tank & Rast has a vast array of potential suitors and could be worth up to €3.5 billion ($3.8 billion).

  • March 27, 2015

    Salus To Make New Bid For RadioShack In Surprise Move

    Major RadioShack Corp. creditor Salus Capital Partners LLC, which has been fighting to reopen the iconic retailer's bankruptcy auction, made a surprise move Friday and said it intends to present a sweetened bid for the debtor as the court fight over the sale raged on a second day.

  • March 27, 2015

    Revel Casino Takes Another Stab At $82M Ch. 11 Sale

    Atlantic City’s defunct Revel Casino Hotel has chosen to stick with a proposed $82 million Chapter 11 sale to Florida real estate tycoon Glenn Straub, according to court papers filed Thursday in support of a deal rejected once before by the presiding bankruptcy judge.

  • March 27, 2015

    Winston's 2 New Ex-Pillsbury Partners Bring Poach Total To 15

    Winston & Strawn LLP has hired a mergers and acquisitions finance partner and an insolvency partner from Pillsbury Winthrop Shaw Pittman LLP, the firm said Friday, bringing its Pillsbury hiring spree count to 15 in the last 60 days.

  • March 27, 2015

    One Year After Rural/Metro, Bankers Flying Under Radar

    Not much has changed in the year since Delaware's Chancery Court laid the foundation for financial advisers to be held accountable for conflicts of interests during the deal-making process, but lawyers say that may be due to a lack of significant test cases and caution within the financial industry as bankers look to avoid a similar fate.

  • March 27, 2015

    Ex-Logica Manager Gets 10 Mos. For Insider Trading

    A former manager at the multinational IT firm Logica PLC was sentenced on Friday to 10 months in prison on three counts of insider trading ahead of the company's acquisition by a Canadian rival, according to the U.K.’s markets regulator.

  • March 27, 2015

    Chevron Seeks Buyers For 50% Stake In Australian Refiner

    California-based Chevron Corp. said Friday that it plans to unload its 50 percent stake in Australian refiner Caltex Australia Ltd., a sale potentially worth more than $3 billion, as part of its efforts to shed assets and raise cash amid a plunge in global oil prices.

  • March 27, 2015

    Elliott's 7.5% Axis Stake A New Twist In Canon's $2.8B Bid

    Activist hedge fund Elliott Management Corp. revealed its 7.5 percent stake in Axis AB on Friday, a disclosure that could cause complications for Canon Inc.'s roughly $2.8 billion takeover attempt of the Swiss video surveillance specialist.

  • March 27, 2015

    Yahoo Unveils $2B Share Buyback Amid Activist Pressure

    Bolstering itself against activist pressure, Yahoo Inc. announced a new $2 billion share buyback program Thursday to return value to shareholders after it raised $9.4 billion selling shares of Alibaba Group Holding Ltd. following the e-commerce giant’s record-setting initial public offering last year.

  • March 27, 2015

    Kinross Pays $33M To Settle Securities Suit Over African Mine

    Plaintiffs accusing Kinross Gold Corp. of misleading investors over the prospects of a West African mine it sought to acquire through a merger asked a New York federal judge on Thursday to preliminarily approve a $33 million settlement deal that would halt a proposed securities class action.

  • March 27, 2015

    Taxation With Representation: Shearman, Cravath, Skadden

    In this week's Taxation with Representation, Shearman & Sterling and Cravath sit on opposite sides of Dow Chemical Co.'s massive $5 billion chlorine business spinoff, and Tenet Healthcare Corp. creates the nation's largest outpatient surgery provider by merging with United Surgical Partners International.

  • March 27, 2015

    Shearman, Others Steer Dow's $5B Chlorine Spinoff To Olin

    Dow Chemical Co., under shareholder pressure to streamline itself, said Friday it will separate a significant part of its chlorine business and merge that new entity with chemicals manufacturer Olin Corp. in a $5 billion tax-free deal guided by Shearman & Sterling LLP, Cleary Gottlieb Steen & Hamilton LLP and Cravath Swaine & Moore LLP.

  • March 26, 2015

    Salus Calls RadioShack Auction 'Sham' In Ch. 11 Sale Brawl

    Major RadioShack Corp. creditor Salus Capital Partners LLC called the iconic retailer's bankruptcy auction a “sham” Thursday and pushed to reopen the process, as an all-out brawl kicked off over the debtor's choice to deem a bid from stalking horse Standard General LP the winner.

  • March 26, 2015

    Borse Dubai Unloads Stake In London Stock Exchange Group

    Borse Dubai said Thursday it has sold its remaining 17.4 percent interest in the London Stock Exchange Group PLC, ending its investment in the U.K.-based exchange operator.

  • March 26, 2015

    SEC Drags Out American Apparel's Charney Woes

    A newly revealed U.S. Securities and Exchange Commission inquiry will likely require ousted American Apparel Inc. CEO Dov Charney and other top executives to answer investigators' questions about his acrimonious departure from the company, prolonging a controversial part of the clothing retailer's history that it has been working to close.

  • March 26, 2015

    Deals Rumor Mill: SoftBank, Evonik, Union Bancaire

    Japanese telecom giant SoftBank Corp. may be ready to lay out as much as $1 billion to acquire a 20 percent stake in Indian handset maker Micromax Informatics Ltd., while Evonik Industries AG may try to take over rival Clariant AG in order to create a $21.8 billion chemicals company.

  • March 26, 2015

    German Appeals Court Nixes Suit Over Axed Porsche-VW Deal

    A German appeals court on Thursday tossed a suit brought by a group of hedge funds claiming that they lost money in Porsche Automobil Holding SE after the company’s unsuccessful effort to acquire Volkswagen AG, finding that the plaintiffs failed to show that Porsche had intended to cause harm with the way it conducted the bid.

  • March 26, 2015

    State AGs Keep Eye On RadioShack Customers' Personal Data

    With the personal data of 117 million customers potentially up for grabs in RadioShack Corp.’s bankruptcy auction, state attorneys general are keeping a close watch on the auction.

Expert Analysis

  • FTC’s Nonpublic Investigations Aren't Always Nonpublic

    Joe Ostoyich

    The Federal Trade Commission is required to preserve the confidentiality of the existence of its investigations and all of the company information and witness testimony obtained during its investigations. Yet a detailed internal report of the FTC staff’s investigation of Google Inc. for antitrust violations recently became front-page news. And unfortunately this disclosure was not an isolated occurrence, say attorneys with Baker Botts LLP.

  • What Experts Can Say About Inadmissible Facts During Trial

    Jason McDonell

    For reliance material that is not admitted on the stand, consider bolstering the testimony by having the expert describe the evidence generally, but in a way that signals to the jury that the expert has a strong foundation of supporting facts and data. If done well, such testimony can open the door to admitting the evidence, say Jason McDonell and Heather Fugitt of Jones Day.

  • What Investors Can Learn From States' Health Initiatives

    Geoff C. Cockrell

    The Centers for Medicare and Medicaid Services’ Innovation Center has granted states more than $960 million for health care systems and delivery development through its State Innovation Models Initiative. A health care funding program of this magnitude provides private investors with valuable information and cues for future investment, say attorneys with McGuireWoods LLP.

  • How Appraisal Statute Amendments Would Affect Mergers

    Philip Richter

    Proposed amendments to the Delaware appraisal statute — like courts’ recent increased reliance on the merger price in determining fair value — will not significantly discourage appraisal overall so much as it will further drive activity toward strong appraisal claims, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Omnicare: Good News For Issuers But Questions Remain

    Brian T. Glennon

    The U.S. Supreme Court’s highly anticipated Omnicare decision provides much-needed clarification as to when a statement of opinion can give rise to Section 11 liability and, to the relief of securities issuers, when it cannot. But the court did not directly address important issues regarding how the Omnicare analysis will be applied, including when an omission may give rise to Section 11 liability, say attorneys with Latham & Watkins LLP.

  • Avoiding Tax Inefficiencies In M&A Integration

    Elan P. Keller

    The technical provisions of an acquisition agreement turn into harsh reality when the IRS knocks on the doors of a combined taxpayer a couple of years after the transaction closed. The seller is now nowhere to be found, or the IRS combines preclosing audit issues with post-closing issues, which makes the lines of indemnification substantially blurry, says Elan Keller of Kaye Scholer LLP.

  • Antitrust's Attempt At Healthy Competition In Health Care

    Lori Lustrin

    Just as soon as the ink dried on the Affordable Care Act, the Federal Trade Commission and state attorneys general stepped up efforts to strike down anti-competitive mergers in the health care sector. This, in turn, has led many providers to feel conflicted between their desire to achieve economic efficiencies through mergers and consolidations and reluctance to risk antitrust liability. But hope is not lost, says Lori Lustrin of B... (continued)

  • Reducing M&A Costs Through Seller Due Diligence

    Bradley S. Austin

    Many sellers — particularly private equity sellers and those running auctions — now consider providing vendor due diligence reports to potential buyers, speeding up the sale process and maintaining greater control over diligence. VDDRs can also contribute to the efficiency of an auction process with a “stapled insurance package,” removing another potential gap in negotiations, say attorneys with McGuireWoods LLP.

  • Freeing Trapped Cash In Cross-Border Deals

    Stephen I. Glover

    In cross-border acquisitions, issues about how to deal with target cash often become significantly more complex. Businesses that operate around the world may have cash in several different countries, and regulatory and tax concerns may limit both the seller's and the buyer's ability to transfer cash from one country to another, say Stephen Glover and Jonathan Corsico of Gibson Dunn & Crutcher LLP.

  • Time To Rethink Shareholder Relations As Activism Evolves

    Joseph B. Frumkin

    What began as a targeted effort by a small number of governance activists clearly is now a broad movement that is redefining the relationship between public companies and their shareholders. Companies and their boards should recognize that historic shareholder relations models, as well as “traditional” approaches to responding to shareholder initiatives, may no longer be optimal, say attorneys with Sullivan & Cromwell LLP.