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Mergers & Acquisitions
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May 17, 2013
Skadden Should Be Denied $4M Atty Fee, Radnor CEO Claims
Radnor Holdings Corp.'s former CEO on Friday told a Delaware federal bankruptcy judge to deny Skadden Arps Slate Meagher & Flom LLP's $4 million fee request because it helped a hedge fund net a $100 million windfall by selling the bankrupt packaging company.
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May 17, 2013
PokerStars' Bid To Buy Casino Sinks In NJ Court
A New Jersey judge on Friday ended PokerStars’ campaign to buy an Atlantic City casino, refusing to cement a temporary injunction preventing the casino’s owners from terminating the deal and declining to invalidate a contract written with terms unlike any the judge said he’d ever seen.
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May 17, 2013
Bankrupt Smelter Says $130M Sale Kept It From Liquidating
Bankrupt aluminum smelter Ormet Corp. said Friday that it had to sell itself to private equity firm Wayzata Investment Partners LLC for $130 million without a Chapter 11 plan in place or be forced to liquidate, rebuffing an objection to the deal from the Pension Benefit Guaranty Corp.
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May 17, 2013
Affiliation Dispute Threatens $2B St. Luke's Acquisition
A high-value affiliate of Houston-based St. Luke's Episcopal Hospital on Thursday asked a Texas court to nullify its collaboration agreement with the hospital, creating a possible hurdle to Catholic Health Initiatives' planned $2 billion deal to acquire the system.
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May 17, 2013
Investor Says Bain's $7B Bid For Software Co. Is Too Low
A pension fund that invests in Houston-based BMC Software Inc. on Thursday sued in Delaware Chancery court to challenge a $6.9 billion take-private deal led by Bain Capital LLC and Golden Gate Capital, saying it undervalues the company and cheats shareholders.
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May 17, 2013
Company Control Not Just About Share Count, Chancery Says
Vice Chancellor J. Travis Laster laid out a broad definition of “controlling party” this week, emphasizing that it's not stock ownership, but the rights that come with it, that raise red flags and warrant a higher standard of judicial scrutiny in transactions.
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May 17, 2013
Kirkland Reps Accenture In $316M Deal For Digital Marketer
Consulting firm Accenture PLC said Friday that it will pay $316 million to acquire digital marketing agency Acquity Group Ltd., continuing its buying spree and ending Hong Kong-based Acquity's short run as a U.S. public company.
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May 17, 2013
Continental Ducks Shareholder Suit Over $313M Oil Asset Buy
An Oklahoma federal judge on Thursday dismissed a lawsuit accusing Continental Resources Inc. of withholding information from shareholders about a $313 million oil assets acquisition, ruling that Continental executives didn't breach their fiduciary duties because a proxy statement contained enough information about the deal.
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May 17, 2013
FTC Clears Tesoro's $2B Deal For BP Refining Assets
Energy company Tesoro Corp. received a go-ahead Friday from U.S. antitrust regulators for its proposed purchase of BP PLC's Southern California refining and marketing operations, a deal worth more than $2 billion that includes the acquisition of the state's largest oil refinery.
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May 17, 2013
Elliott, Compuware Extend Standstill, Keep Proxy Door Open
Elliott Management Corp., the hedge fund that offered to buy Compuware Corp. for $2.3 billion, was granted two more months to examine the corporation's finances and mull over a board shakeup, after an agreement was extended Thursday temporarily barring the fund from bulking up on the corporation’s stock.
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May 17, 2013
Icahn Loses Transocean Dividend Fight, But Wins Board Seat
Shareholders of offshore oil rigging giant Transocean Ltd. voted Friday to approve its board’s dividend proposal of $2.24 per share, rejecting activist investor Carl Icahn’s proposal for an annual dividend of $4 per share but electing one of his nominees to the board.
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May 17, 2013
Maloofs Net $348M In Sale Of Kings To Sacramento Group
After being rebuffed in their attempts to sell the NBA's Sacramento Kings to a Seattle-based group led by hedge fund manager Steve Hansen, the Maloof family has agreed to sell a 65 percent stake in the team to a local group, the Sacramento mayor's office confirmed Friday, with the deal price reportedly $348 million.
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May 17, 2013
Shearman & Sterling Snags Weil Trio For London PE Group
Shearman & Sterling LLP on Wednesday announced a trio of Weil Gotshal & Manges LLP private equity deal makers has joined its London office as partners, a move that comes about a month after another Weil private equity powerhouse made the switch.
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May 17, 2013
Tessera, Under Siege, Attracts Another Hedge Fund
Tessera Technologies Inc., the semiconductor maker already fending off demands from one hedge fund shareholder, has picked up another on Friday as SAC Capital Advisers LP disclosed a 5 percent stake.
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May 17, 2013
TIAA Pays GGP $410M For Stake In Vegas Retail Complex
Continuing a recent deals streak for both parties, General Growth Properties has signed off on a new joint venture with TIAA-CREF, selling it a stake in a massive retail center within Las Vegas' Venetian and Palazzo hotels for $410 million, the parties said Thursday.
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May 17, 2013
Deals Rumor Mill: Yahoo, Advent, Blackstone
Yahoo is gunning for blogging site Tumblr in what could shake out to be another billion-dollar deal in the social networking space, while Blackstone is putting together a "super" fund that plucks the best and boldest trades from its existing third-party funds.
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May 17, 2013
Sheppard Mullin Adds Securities Vet To Silicon Valley Office
Sheppard Mullin Richter & Hampton LLP has landed an experienced fund governance and securities lawyer to join its Palo Alto, Calif., office as a partner in its corporate practice group, the law firm announced Thursday.
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May 17, 2013
GMX Senior Lenders Offer $338M In Stalking Horse Bid
Bankrupt oil and gas producer GMX Resources Inc. on Thursday unveiled a new $338 million stalking horse bid for substantially all of its assets to a group of senior lenders, telling an Oklahoma bankruptcy court that it has not been able to raise enough capital elsewhere to continue operating.
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May 17, 2013
AB-InBev Scoops Up Beer Distributor Ahead Of New Law
Beer titan Anheuser-Busch InBev NV will swallow up an Ohio beer distribution company in a deal that is expected to close within the next three months, before a new state law takes effect that would bar brewers from owning booze distributors.
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May 16, 2013
Ex-Film Site Owner Can't Shake The Wrap's Fraud Suit
A California judge refused Thursday to toss The Wrap News Inc.'s fraud suit against the former owner of a film database company it acquired, ruling the entertainment news website sufficiently pled allegations the owner overstated the value of his company and conspired to steal trade secrets.
Expert Analysis
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Rise Of The Machines — Predictive Coding Goes Mainstream
The pros of using predictive coding far outweigh the cons. Given the heavy pressure on law firms and in-house counsel to reduce discovery costs, as well as the Justice Department's recent stance on the subject, it appears predictive coding will continue to emerge from the obscure world of legal technology to the mainstream of legal practice, say Michael Moscato and Myles Bartley of Curtis Mallet-Prevost Colt & Mosle LLP.
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PE Investors Should Consider Behavioral Health
As demand for behavioral health services increases, and those individuals with need have insurance that will pay for it, the growth potential for behavioral health services is significant. Private equity investors are well-poised for jumping into this market to bring new business models and innovation to the industry, say attorneys with McGuireWoods LLP.
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SEC’s Unbundling Rules Get Breath Of Life
The U.S. Securities and Exchange Commision’s “unbundling” requirements have largely been the stuff of SEC lore — periodically referred to but rarely seen in corporate governance matters. However, thanks to the high profile dispute between David Einhorn’s Greenlight Capital and Apple, the unbundling rules may finally be coming out of the shadows, say attorneys with King & Spalding LLP.
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Recent Trends In M&A And Corporate Fiduciary Litigation
In 2012, shareholders challenged 93 percent of all merger and acquisition transactions with a value greater than $100 million and 96 percent of M&A transactions with a value greater than $500 million. In other words, it almost is inevitable nowadays that litigation will follow a merger or going private announcement — with an average of about five lawsuits per transaction, say attorneys with Arnold & Porter LLP.
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5 Reasons For Optimism In The Venture Capital Community
Not every company can be the next Facebook. But thankfully, for many startups, generating one billion users is not the end goal, nor should it be. Enter “narrowcasting” — one of a few reasons to be optimistic about venture capital, despite the first quarter of 2013 being the slowest for fundraising since 2002, says David Kaufman of Thompson Coburn LLP.
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Know The IRS Stance On Acquisition Deduction Issues
In the past, the IRS informally warned taxpayers not to seek technical advice on the applicability of the “which day” rule in the acquisition contex because they might not be happy with the agency's position. These statements were prescient, as the IRS recently released guidance on the subject, say attorneys with Paul Hastings LLP.
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A Model For Facing Meritless Derivative Suits In Pa.
The decision by the Allegheny County Court of Common Pleas in In re H.J. Heinz Co. Derivative and Class Action Litigation represents a faithful application of the American Law Institute’s Principles of Corporate Governance, which were formally adopted by the Pennsylvania Supreme Court in the landmark decision Cuker v. Mikalauskas, say attorneys with Dechert LLP.
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Appraisal Rights — The Next Frontier In Deal Litigation?
Although it is too early to predict whether we will see a true wave of appraisal cases, current market conditions and developments suggest that dissenters’ rights may merit a reappraisal, say attorneys with Kirkland & Ellis LLP.
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SEC Tees Up Private Equity Enforcement Issues
Recent remarks by Bruce Karpati, chief of the Asset Management Unit of the U.S. Securities and Exchange Commission, as well as recent enforcement cases by the SEC, demonstrate an increased focus on the private equity sector — in particular, on aggressive fundraising disclosures, conflicts of interest and “zombie funds,” among other things, say Scott Naidech and Garrett Lynam of Chadbourne & Parke LLP.
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Del. Draws Line In The Sands Of Discovery
In resolving Morgans Hotel Group Co. Kalisman v. Friedman, the Delaware Court of Chancery carefully drew the line to allow discovery of communications between counsel and a special committee that the plaintiff-director was a member of, but shielded communications between counsel and a subcommittee on which the plaintiff-director did not serve, says Herbert Kozlov of Reed Smith LLP.