Mergers & Acquisitions

  • November 26, 2014

    Investors Sue To Halt $35B Halliburton, Baker Hughes Deal

    Investors in Baker Hughes Inc. launched two similar putative class actions Wednesday in Delaware and Texas trying to halt the company's proposed $34.6 billion merger with Halliburton Co., arguing the board approved the deal at too low a price to avoid a proxy battle and their possible ouster.

  • November 26, 2014

    Ackman Says Allergan Sale May Net $6B For Pershing Square

    William Ackman said that his Pershing Square Capital Management could realize $6 billion when pharmaceutical Allergan closes its sale to rival Actavis Plc, after his pressure led to the agreement to sell last week.

  • November 26, 2014

    Conoco Claims PDVSA Dodging Payout Via Secret Citgo Sale

    Venezuelan subsidiaries of ConocoPhillips this week alleged in Texas state court that Venezuela’s state-run oil company Petroleos de Venezuela SA is secretly liquidating its U.S. assets in Citgo Petroleum Corp. in a bid to avoid paying expected international arbitration awards.

  • November 26, 2014

    Medtronic Gets Conditional FTC Nod On $43B Inversion Deal

    Medtronic Inc. will break off Covidien PLC’s drug-coated balloon catheter business to move forward with its $42.9 billion acquisition of the Ireland-based medical device maker, officially settling the Federal Trade Commission’s concerns that the inversion deal would be anti-competitive, according to a Monday statement.

  • November 26, 2014

    Novartis Sheds Nicotine Patches To Clear Way For Glaxo Deal

    Novartis AG will divest its Habitrol line of nicotine patches in exchange for Federal Trade Commission approval of a joint venture with GlaxoSmithKline PLC, the FTC said Wednesday.

  • November 26, 2014

    Dragon Tells 1st Circ. It Missed Facts In $580M Goldman Suit

    Dragon Systems Inc.'s founders Tuesday urged the First Circuit to rehear en banc their bid to revive a consolidated $580 million negligence suit alleging Goldman Sachs & Co. failed to assess the stability of the company buying their speech technology firm, saying a panel ignored crucial facts.

  • November 26, 2014

    Ferrari Spinoff To Cut Fiat Chrysler Debt By $894M: Filing

    Fiat Chrysler Automobiles NV expects to reduce net industrial debt by €715 million ($894.5 million) after spinning off its Ferrari brand, the restructuring carmaker told regulators Wednesday, part of a broader plan to raise capital and improve its balance sheet.

  • November 26, 2014

    Wachtell Rips Counterclaim By Icahn's CVR In Legal Mal Row

    Wachtell Lipton Rosen & Katz told a New York judge on Monday that CVR Energy Inc.’s counterclaim in the law firm’s suit fighting back CVR's federal malpractice allegations over Carl Icahn’s $2.6 billion takeover of CVR is barred by earlier rulings.

  • November 26, 2014

    Reichhold Creditors Take Aim At $106M DIP, Sale Plans

    Creditors of bankrupt Reichhold Inc. on Tuesday blasted the chemical company's $106 million debtor-in-possession financing package and its plan to set up senior secured noteholders as a stalking horse bidder, saying they will drive away other suitors.

  • November 26, 2014

    Olshan Guides Investor In $1.35B SF's Parkmerced Deal

    Two New York investors bought a majority interest in San Francisco’s Parkmerced from its private equity owners, valuing the project at $1.35 billion, after a plan to expand the apartment complex cleared legal hurdles, an Olshan Frome Wolosky LLP partner involved in the deal told Law360 Wednesday.

  • November 26, 2014

    Novell Board Absolved In Bad-Faith Suit Over Attachmate Deal

    A Delaware judge on Tuesday threw out claims that Novell Inc.'s board gave unlawfully favorable treatment to suitor Attachmate Corp. in the run-up to their 2010 merger, finding no actionable evidence that the board kept other suitors including Symphony Technology Group out of the loop ahead of the $2.2 billion deal.

  • November 26, 2014

    Taxation With Representation: Skadden, Weil, Ropes & Gray

    In this week’s Taxation with Representation, HealthSouth Corp. wades deeper into the home health care market while U.S. reinsurer RenaissanceRe Holdings Ltd. heads to Bermuda in a $1.9 billion deal.

  • November 26, 2014

    Pfizer On Sidelines As AstraZeneca Offer Window Opens

    Pfizer Inc. stayed quiet on Wednesday as restrictions imposed by U.K. takeover regulators loosened, allowing it to make another run at British rival AstraZeneca PLC after a previous $118 billion takeover bid suffered a high-profile collapse earlier this year.

  • November 26, 2014

    Pulling Up Stakes: Proskauer Rose, Kirkland & Ellis

    In this week's roundup of dealmakers on the move, Proskauer Rose LLP snagged a finance ace from Bingham McCutchen LLP in Los Angeles, while Kirkland & Ellis LLP recruited a mergers and acquisitions and private equity pro from McDermott Will & Emery LLP in Chicago.

  • November 26, 2014

    Abraaj Again Tops Kellogg Bid In Battle For Biscuit Maker

    Middle East private equity firm The Abraaj Group upped its offer Wednesday for baked goods company BiscoMisr to 926.7 million Egyptian pounds ($129.7 million), heating up stakes in its bidding war with cereal maker Kellogg Co.

  • November 26, 2014

    Shire Backers Say AbbVie Execs Lied About Inversion Upside

    A group of Shire PLC shareholders accused executives at AbbVie Inc. on Wednesday of lying about the non-tax benefits behind the drugmakers' planned $55 billion union, the highest-profile inversion to crumble after the Obama administration unfurled restrictions to curb tax-motivated deals.

  • November 26, 2014

    M&A MVP: Cleary Gottlieb’s Ethan Klingsberg

    Cleary Gottlieb Steen & Hamilton LLP’s Ethan A. Klingsberg’s prowess crafting deals and advising corporate boards helped Family Dollar Stores Inc. fend off years of activist-led takeover campaigns to snag a proposed $8.5 billion merger with Dollar Tree Inc., earning him a spot on Law360’s list of M&A MVPs.

  • November 26, 2014

    In Rare Move, CFIUS Hands Over Cache Of Ralls Docs

    The Committee on Foreign Investment in the U.S. handed over 3,487 pages of documents from its review of Ralls Corp.'s planned purchase of an Oregon wind farm, according to a Tuesday court filing, an unprecedented turn in an ongoing dispute over the agency's rejection of the deal.

  • November 26, 2014

    Carlyle Dips Into S. Africa With Tiger Automotive Buy

    The Carlyle Group LP has dipped into South Africa for the first time with a deal for tire company Tiger Automotive Group, for an undisclosed amount, just months after closing its first dedicated African private equity fund.

  • November 26, 2014

    EE Confirms It Is 2nd Big-Ticket Mobile Target For BT

    The parents of EE on Wednesday confirmed the British mobile giant is the second big-ticket takeover target in the crosshairs of BT PLC, the deal-hungry cable company that earlier in the week said it was weighing a $10 billion-plus play for another British wireless provider.

Expert Analysis

  • Self-Help Not The Preferred Way To Address Tax Conflicts

    Jonathan R. Talansky

    Brinkley v. Commissioner, where the U.S. Tax Court ruled that an executive of a company acquired by Google Inc. was required to report a large portion of his merger consideration as ordinary compensation income, underscores the hazards of trying to use a tax return to “undo” what a taxpayer feels is a mistaken tax reporting position taken by another party, says Jonathan Talansky of Mintz Levin Cohn Ferris Glovsky and Popeo PC.

  • Remembering Doar: Justice As A 4-Letter Word

    Kevin J. Curnin

    John Doar ran the U.S. Justice Department's Civil Rights Division at perhaps the most chaotic and pivotal time in its history. His passing earlier this month is an occasion for lawyers everywhere to marvel at just how impactful one attorney can be. He didn’t just preside at a historic time, he calmly and coolly shaped it, says Kevin Curnin of the Association of Pro Bono Counsel.

  • Ordinary Course Of Business After An Extraordinary Event

    Neil Whoriskey

    In light of Vice Chancellor Sam Glasscock’s decision in Cooper Tire & Rubber Co. v. Apollo (Mauritius) Holdings, and in particular, the impact of an unqualified obligation to operate in the ordinary course, merger targets may seek more flexibility to respond to extraordinary events that occur following the signing of a merger agreement, say attorneys with Cleary Gottlieb Steen & Hamilton LLP.

  • DOJ Is Moving Away From The Halliburton Opinion

    Charles Duross

    The U.S. Department of Justice recently issued its second Foreign Corrupt Practices Act opinion release of 2014. The DOJ's conclusion that the acquisition of a company does not create FCPA liability where none existed before is both unsurprising and entirely consistent with the FCPA resource guide, but perhaps more interesting than what the DOJ said is what the DOJ did not mention — the Halliburton opinion, say attorneys with Morri... (continued)

  • New ESG Considerations For Private Funds

    Scott W. Naidech

    Evidence demonstrates that there is an increasing focus on environmental, social and governance issues in the private equity industry based in part on investor demands and general public pressure for increased accountability and transparency. In response, frameworks and industry standards for ESG investing are emerging, says Scott Naidech of Chadbourne & Parke LLP.

  • Differentiate Your Litigation Practice With Data Security

    Jennifer Topper

    Despite the significant tilt toward technology in how litigation is now conducted, many senior lawyers still delegate tech-related issues to e-discovery specialists or associates at their firms. This is a missed opportunity not just for client development, but also for shaping the way the firm and lawyer are seen in the eyes of corporate counsel, says legal industry business development specialist Jenn Topper.

  • Halliburton, Baker Hughes Prepared For Antitrust Scrutiny

    Dionne Lomax

    The Halliburton-Baker Hughes merger agreement is an illustrative example of various antitrust risk-shifting mechanisms. Meanwhile, Halliburton’s agreement to pay a substantial breakup fee could be an indication that it is confident the deal can secure antitrust clearance, says Dionne Lomax of Mintz Levin Cohn Ferris Glovsky and Popeo PC.

  • Wind River Case May Signal Change For Encryption Exports

    Grayson Yeargin

    The recent settlement between the U.S. Department of Commerce’s Bureau of Industry and Security and Wind River Systems Inc., a subsidiary of Intel Corp., may indicate that BIS is tightening the reins on encryption exports. It is also a cautionary tale for companies engaging in mergers and acquisitions with exporters of software products containing encryption, say Grayson Yeargin and Emily Crandall Harlan of Nixon Peabody LLP.

  • The Print Room: How To Spend Less And Get More

    Senthil Rajakrishnan

    Our estimates indicate that some law firms spend up to $8,000 per attorney each year on print-related costs. Although we live in a digital world, hard copy printing will remain an important part of business for years to come. Changing technology, however, offers opportunities to improve efficiencies and save money, say Senthil Rajakrishnan and Ryan Mittman of HBR Consulting LLC.

  • The DOJ's Drastic Remedy For Gun-Jumping

    Barbara T. Sicalides

    For the first time since 2010, the U.S. Department of Justice's Antitrust Division, as part of a settlement, required a disgorgement remedy in a civil antitrust action, and made a point of predicting that disgorgement would deter parties from engaging in anti-competitive conduct during the pendency of a transaction often known as “gun-jumping,” say Barbara Sicalides and Isla Long of Pepper Hamilton LLP.