Mergers & Acquisitions

  • September 2, 2015

    Chancery Throws Out Claims Over Imperva's Startup Buy

    A Delaware Chancery judge Wednesday threw out derivative claims over data security firm Imperva Inc.’s 2014 purchase of a cloud computing startup, valued in the suit at $70 million, ruling the suing pension fund shareholder hadn’t shown a demand on the company’s board would have been futile.

  • September 2, 2015

    Citigroup Says US Owes It $413M In Wrongly Charged Taxes

    Citigroup Inc. hit the U.S. government with a lawsuit in the Court of Federal Claims on Tuesday, alleging the government owes the bank $413 million in taxes it wrongly assessed and collected after Citigroup acquired Glendale Federal Bank in the wake of the early 1980s thrift crisis.

  • September 2, 2015

    Debevoise, Fox Rothschild Rep Lannett In $1.2B Drug Co. Buy

    Debevoise & Plimpton LLP and Fox Rothschild LLP steered Philadelphia-based generic-drug maker Lannett Company Inc. in a $1.23 billion deal to acquire the U.S. specialty generic drugs unit of Belgian pharmaceuticals company UCB SA, Lannett announced Wednesday.

  • September 2, 2015

    Aetna-Humana Deal Threatens Medicare Advantage, AHA Says

    Aetna Inc.’s proposed $37 billion acquisition of Humana Inc. is likely to violate antitrust law by substantially reducing competition among Medicare Advantage plans, the American Hospital Association wrote Tuesday in a letter to the U.S. Department of Justice.

  • September 2, 2015

    Sheppard Mullin Adds Ex-Jones Day Atty To Corp. Team

    Sheppard Mullin Richter & Hampton LLP said Wednesday it has beefed up its corporate practice group in Orange County, California, with a new partner who formerly worked for Jones Day and specializes in public and private securities offerings, corporate governance and mergers and acquisitions.

  • September 2, 2015

    Deals Rumor Mill: Tesco, GVC Holdings, Novo Banco

    Tesco PLC is leaning toward MBK Partners' and Temasek Holdings' $6.61 billion offer for its South Korean unit, GVC Holdings PLC may go hostile with its $1.6 billion Bwin.Party Digital Entertainment PLC bid and Fosun International Ltd. will get another shot at buying Portugal's Novo Banco.

  • September 2, 2015

    Ontario Teachers Takes Senior Home Co. Private In $435M Deal

    Vancouver-based luxury senior home operator Amica Mature Lifestyles Inc. has been snapped up by a subsidiary of the Ontario Teachers’ Pension Plan Board in a take-private deal valued at CA$578 million ($435.6 million), the company said on Wednesday.

  • September 2, 2015

    Electra-Owned Park Resorts Group To Merge With UK Rival

    British firm Electra Private Equity PLC's holiday park operator Park Resorts Group will merge with rival U.K.-based operator Parkdean Holidays, in a transaction that values the combined companies at approximately £960 million ($1.47 billion), Electra said Friday.

  • September 2, 2015

    Baker Botts Nabs Energy-Focused Jones Day Trio In Asia

    Baker Botts LLP said Wednesday it has added a trio of former Jones Day attorneys to its Hong Kong and Beijing offices, bolstering its capabilities in oil and gas acquisitions and international arbitration amid a broader effort to expand the firm’s global reach.

  • September 2, 2015

    EU Antitrust Watchdog Probes €60M Industrial Packaging Deal

    The European Commission launched an in-depth investigation Wednesday into Mondi PLC's €60 million ($67.4 million) acquisition of two industrial packaging plants from Finnish rival Walki Group Oy, citing concerns that the sale could lead to higher prices for customers who need moisture-resistant wrapping.

  • September 2, 2015

    DTS Pays $172M To Acquire HD Radio Technology Co. iBiquity

    DTS Inc. has agreed to buy iBiquity Digital Corp. for $172 million, the companies said Wednesday, giving DTS ownership of the exclusive developer and licensor of a high-definition radio technology that was built into roughly 35 percent of cars sold in the U.S. last year alone.

  • September 2, 2015

    Benesch Nabs Ex-Ulmer & Berne Attys For New Chicago Office

    Benesch Friedlander Coplan & Aronoff LLP launched a new Chicago outpost with a pair of litigation pros from Ulmer & Berne LLP, soon after bolstering its Ohio offices with a 12-attorney litigation powerhouse team experienced in mergers and acquisitions, private equity, intellectual property and real estate.

  • September 2, 2015

    Don’t Miss It: Hot Deals & Firms We’re Watching This Week

    With so much M&A news this week, you may not have caught all of the deals announced, with firms such as Debevoise & Plimpton LLP, Kirkland & Ellis LLP and Willkie Farr & Gallagher LLP at the helm. Here, Law360 recaps the ones you might have missed.

  • September 2, 2015

    EU Antitrust Officials Greenlight $70B Shell-BG Merger

    European antitrust regulators have given their blessing to Royal Dutch Shell PLC's $70 billion cash-and-stock takeover of BG Group PLC, Shell said on Wednesday, bringing the energy megadeal one step closer to completion, with antitrust regulators in the U.S. and other nations having already signed off on it.

  • September 2, 2015

    Skadden-Led Valeant Inks Deal For Surgical Device Maker

    Valeant Pharmaceuticals International Inc., led by Skadden Arps Slate Meagher & Flom LLP, rolled out a tender offer for surgical device maker Synergetics USA Inc. on Wednesday, marking the deal-hungry pharmaceutical giant’s latest acquisition.

  • September 1, 2015

    Haggen Hits Albertsons With $1B Antitrust Suit Amid Closures

    Haggen Holding LLC launched a $1 billion antritrust suit against Albertsons LLC on Tuesday in Delaware federal court, claiming the defendant sabotaged the West Coast regional grocer's efforts to become a viable competitor, forcing Haggen to close at least 26 stores it bought from Albertsons.

  • September 1, 2015

    Gaming Co. Calls Bad Faith Claim Over $125M Deal Untimely

    A Chickasaw Nation-backed gaming company held fast to its assertion that casino owner Legends Gaming LLC had introduced a bad faith claim too late during proceedings in a suit over a failed $125 million asset purchase, telling a Louisiana federal court Monday that the deadline for such claims had passed long ago.

  • September 1, 2015

    1 Firm Stands Above The Rest As August M&A Activity Slows

    August's deal flow may have slowed slightly in the wake of a busy July, but that didn't stop one law firm from soaring to the top of the pack with its guidance on eight deals totaling $70.5 billion, flaunting its expertise in the manufacturing and energy sectors.

  • September 1, 2015

    Ropes & Gray Nabs Private Equity Partner From Weil

    Ropes & Gray LLP has bolstered its private equity practice with the addition of a former Weil Gotshal & Manges LLP attorney focused on deals in China, the firm said Tuesday.

  • September 1, 2015

    Deals Rumor Mill: BG Group, GE Capital, Ajinomoto

    BG Group will sell a Thailand offshore gas field stake for around $1.2 billion, three finalists are vying for GE Capital's Australian commercial lending and leasing businesses, worth $1.8 billion, and Ajinomoto will spend up to $1.7 billion on deals over the next year.

Expert Analysis

  • Dole Ruling Warns Not To Undermine MFW Protections

    Gregory Markel

    The $148 million in damages levied last week against Dole Food Co. Inc. CEO David Murdock and former general counsel C. Michael Carter emphasizes that controlling stockholder transactions that employ the dual procedural protections set out in MFW must actually adhere to the substance and purpose of those protections, say attorneys with Cadwalader Wickersham & Taft LLP.

  • Purchase Price Adjustment Lessons From ATK Dispute

    Daniel R. Avery

    Disputes concerning an M&A target’s financial condition may result in both a post-closing purchase price adjustment and potential indemnification claims by the buyer. A purchase price dispute stemming from Alliant Techsystems Inc.’s acquisition of Bushnell Group Holdings Inc. brings these issues squarely into focus, say attorneys with Goulston & Storrs PC.

  • Rules Of The Road For Directors Serving Two Masters

    Diane Holt Frankle

    Constituency directors may have day jobs as employees of the private equity firm, parent corporation, activist hedge fund, lender or union that designated them for the board seat they now hold. If so, such directors owe separate duties to their employer. Kaye Scholer LLP partner Diane Holt Frankle takes an in-depth look at the issues constituency directors should keep in mind and the standards that apply to them.

  • New Case Clarifies Del.'s Conflicts Committee Approach

    Ethan A. Klingsberg

    Earlier this year, Delaware Vice Chancellor J. Travis Laster, in the El Paso case, concluded that a subsidiary master limited partnership’s conflicts committee had failed to satisfy even a subjective good-faith standard when approving “dropdowns.” In a recent, similar case involving Kinder Morgan, the pendulum swung the other way but with an obvious takeaway, say Ethan Klingsberg and Christopher Austin of Cleary Gottlieb Steen & Hamilton LLP.

  • Tips For Responding To An FTC Subpoena

    Julie A. Flaming

    A subpoena from the Federal Trade Commission can be unnerving and may appear daunting in the scope of its requests. Negotiations with the FTC regarding scope of discovery, time frames and even format of production can assist in reducing the burden for companies, say Julie Flaming and Katie Smith of Nelson Mullins Riley & Scarborough LLP.

  • Key Online Lending Takeaways As Regulators Assess Industry

    Christopher L. Allen

    Regulators are assessing what a well-calibrated online lending regulatory framework may look like — one that balances greater access to credit with appropriate risk management and borrower protections. This may impact investments relating to online lending and the M&A opportunities available to strategically acquisitive bank and nonbank lenders, say attorneys with Arnold & Porter LLP.

  • A Late-Summer Dive Into The HSR Annual Report

    Jack Sidorov

    The recently released Hart-Scott-Rodino annual report, while appropriate beach reading only for insomniacs, provides a useful look at the agencies’ merger enforcement efforts and the operation of the premerger notification program from October 2013 through September 2014, says Jack Sidorov, senior counsel at Lowenstein Sandler LLP and a former U.S. Department of Justice Antitrust Division attorney.

  • Fluor Ruling Is Good News For Calif. Policyholders

    Richard DeNatale

    Last week, in its long-anticipated and unanimous decision in Fluor Corp. v. Superior Court, the California Supreme Court made it significantly easier to transfer insurance rights in corporate acquisitions and reorganizations, placing California squarely in the mainstream view, say Richard DeNatale and Celia Jackson at Orrick Herrington & Sutcliffe LLP.

  • A Look At The Modern Business Judgment Rule

    D. Gordon Smith

    The Delaware courts have made innovative use of the business judgment rule in cases involving takeover defenses, controlling stockholder transactions and stockholder ratifications. The modern business judgment rule is not a one-size-fits-all doctrine, but rather a movable boundary, marking the shifting line between judicial scrutiny and judicial deference, says D. Gordon Smith, professor of law and associate dean at Brigham Young U... (continued)

  • How Regulation A Can Help M&A Practitioners

    Peterson_Christopher_KayeScholer.jpg

    Regulation A may be particularly useful in circumstances where a potential acquirer wants to issue equity securities without registration but the facts of the proposed acquisition limit the availability of the Regulation D exemption, says Christopher Peterson of Kaye Scholer LLP.