Mergers & Acquisitions

  • December 2, 2016

    Chancery Sends $2B Westinghouse Merger Fight To Auditor

    A Delaware Chancery judge on Friday tossed a $2 billion dispute over Westinghouse Electric Co. LLC’s purchase of Chicago Bridge & Iron Co. NV’s nuclear construction business, ruling that under the purchase agreement, the matter should be considered by an independent auditor, not the court.

  • December 2, 2016

    Obama Blocks Chinese Investment Fund’s $712M Aixtron Buy

    President Barack Obama on Friday blocked China’s Fujian Grand Chip Investment Fund LP from moving forward with its €670 million ($712 million) takeover of chip equipment maker Aixtron SE, after the Committee on Foreign Investment in the U.S. found the deal would likely pose a national security risk.

  • December 2, 2016

    DOJ Expert Defends Analysis Of Anthem-Cigna Harms

    The U.S. Department of Justice’s key expert witness in a challenge to Anthem’s Inc.’s proposed $54 billion merger with Cigna Corp. fended off criticism to his economic analysis finding the deal harms competition, testifying at trial Friday that his methods were more accurate than those used by Anthem’s experts.

  • December 2, 2016

    Taxation With Representation: Latham, Ropes, Gibson, Weil

    In this week's Taxation With Representation, a Colorado-based communications infrastructure company acquired its regional rival for $1.42 billion, Allstate agreed to buy a private equity-backed consumer warranty company, and Centennial Resources inked an $855 million deal for Silverback Exploration's assets.

  • December 2, 2016

    Simpson Thacher Leads Teleflex $1B Vascular Solutions Deal

    Teleflex Inc. said Friday that it has agreed to buy fellow medical device company Vascular Solutions Inc. in a deal valued at about $1 billion, with guidance from Simpson Thacher & Bartlett LLP.

  • December 2, 2016

    IRS Proposes Adjusting Rules For Foreign Acquisitions

    The Internal Revenue Service on Friday said that it will unroll new regulations covering transactions involving at least one foreign corporation in which a subsidiary uses its parent company's stock to acquire another company, saying that some taxpayers are using these transactions to avoid incurring U.S. tax.

  • December 2, 2016

    Xtera Ch. 11 Auction Rules Will Deter Buyers, Lender Says

    A specialty finance firm urged a Delaware bankruptcy judge Thursday to reject the proposed bidding guidelines for the assets of fiber optic cable purveyor Xtera Communications Inc., saying the requirements will deter potential buyers.

  • December 2, 2016

    Don't Miss It: Hot Deals & Firms We Followed This Week

    With so much mergers and acquisitions news this week, you may have missed several deals announced in recent days helmed by firms such as Shearman and Hogan Lovells. Here, Law360 recaps the ones you might have missed.

  • December 2, 2016

    Deals Rumor Mill: PAI Partners, Ladder Capital, Fitbit

    PAI Partners hopes to bring in up to $1.92 billion through the sale of French lab testing chain Cerba, real estate investment trust Ladder Capital is mulling a sale and Fitbit is closing in on a deal to buy smartwatch maker Pebble.

  • December 2, 2016

    PE Firms Intensify Focus On Responsible Investments

    Private equity firms are increasingly factoring in environmental, social and governance issues at potential portfolio companies when making investment decisions, and experts say that the consideration of such nonfinancial parts of a business is quickly becoming a standard practice within the industry.

  • December 2, 2016

    Delaware Suit Targets $6.4B B/E Aerospace-Rockwell Merger

    B/E Aerospace Inc. stockholders on Thursday asked Delaware’s Chancery Court to block or order reversal of the company’s $6.4 billion merger with Rockwell Collins Inc., saying in a putative class claim that inadequate disclosures about finances and insider benefits hobbled efforts to judge the deal.

  • December 2, 2016

    EQT Sells Software Unit To CA Technologies For €600M

    A fund related to Swedish private equity shop EQT Partners AB said Thursday that it will sell business automation software maker Automic Holding GmbH to a software company in a deal that values Automic at €600 million ($640.7 million), eliminating its stake after four years of ownership.

  • December 2, 2016

    Trump May Yield Pullback On IP, Antitrust Enforcement

    U.S. antitrust watchdogs may become less aggressive on mergers and intellectual property issues under the incoming Trump administration as conservative antitrust veterans like Josh Wright and Maureen Ohlhausen look primed to play a key role in shaping enforcement.

  • December 2, 2016

    5 Insights From Airbus Group's Joshua Walker

    Technology so quickly outpaces regulation, and it’s imperative governments at every level find that sweet spot where the public is reasonably protected but innovation isn’t stifled. If the U.S. doesn’t get this balance right, other governments will, says Joshua Walker, general counsel and project executive for A3 by Airbus Group.

  • December 1, 2016

    American Apparel Clashes With Creditors Over Auction Plan

    American Apparel clashed with its unsecured creditors committee Thursday over the struggling clothier’s intellectual property auction plans, with the committee arguing it has a better way that could save some of the company’s operations and the debtor claiming the alternate path is too expensive to be successful.

  • December 1, 2016

    Dechert Leads NewStar In $505M Credit Fund Closing

    Dechert LLP has advised NewStar Financial Inc. in the closing of the NewStar Berkeley Fund, a $505 million middle-market managed credit fund, as the specialized finance company develops its asset management business, the company said Wednesday.

  • December 1, 2016

    Starbucks Chief Howard Schultz to Step Down Next Year

    Starbucks CEO Howard Schultz will leave his post after 19 years, he announced Thursday, yielding the reins to chief operating officer Kevin Johnson, who has reportedly been unofficially at the helm for months.

  • December 1, 2016

    Economist Rallies To Defense Of $54B Anthem-Cigna Deal

    An economist hired by Anthem Inc. assured a D.C. federal judge Thursday that the health insurer’s $54 billion merger with Cigna Corp. would generate $2.4 billion in cost savings that will benefit customers, providing a key defense to a U.S. Department of Justice suit claiming the deal is anticompetitive.

  • December 1, 2016

    Aetna-Humana Merger Trial Will Hinge On Market Contours

    Starting Monday, Aetna and Humana will face off in court with the U.S. Department of Justice over their proposed $37 billion merger, and the crucial question of how to define the markets that could be affected by the transaction will be front and center in the fight.

  • December 1, 2016

    Hedge Fund Urges PrivateBancorp To Spurn $3.8B CIBC Offer

    Hedge fund Glazer Capital on Thursday urged PrivateBancorp shareholders to vote down a proposed $3.8 billion acquisition by Canada’s CIBC, contending that the deal undervalues the financial services company’s stock based on the “seismic shift” in regional bank valuations.

Expert Analysis

  • 10 Takeaways From Recent Global Merger Control Timelines

    Jason D. Cruise

    Parties to transactions with global dimensions often grapple with determining, and communicating to the market, the likely timeline for completing a transaction. Attorneys with Latham & Watkins LLP look at 12 recent large global transactions to analyze the timing and sequence of competition clearances in multiple countries.

  • Inbound M&A Activity Adrift Post-Election

    Jeff Haidet

    Many speculate that President-elect Donald Trump's protectionist policies could ignite trade wars in which nations such as Mexico and China subsequently enact retaliatory tariffs against the U.S. This would cause prices to climb and could discourage foreign direct investment in the U.S., say Jeff Haidet and Catherine Dallas of Dentons.

  • Despite Momentum, Marijuana Remains Risky Business

    John Bessonette

    Voters in eight states legalized marijuana last month and more than one-fifth of Americans now live in states with legal recreational marijuana markets. But marijuana companies still lack adequate access to capital and financial services, say attorneys with Kramer Levin Naftalis & Frankel LLP.

  • The Ethical Risks Of A Multijurisdictional Practice

    Melinda Gentile

    As law firms and clients conduct more business on a regional or national scale, multijurisdictional practice is becoming more prevalent for practicing attorneys. Attorneys engaged in both private practice and as in-house counsel need to be aware of the ethical risks of practicing across jurisdictions — including the implications of engaging in the unauthorized practice of law, say Melinda Gentile and Monique Cardenas of Peckar & Abramson PC.

  • Potential Increased CFIUS Scrutiny Under Trump

    Stephen Paul Mahinka

    There are several mechanisms available to the new Trump administration that could alter the scope and approach of reviews by the Committee on Foreign Investment in the United States, or even reopen previously cleared foreign investment transactions. The CFIUS could also expand its reviews to areas beyond national security, such as food safety and labor and employment, say attorneys with Morgan Lewis & Bockius LLP.

  • The 1234A-B-Cs Of Breakup Fees

    Michael Alter

    M&A agreements often provide for the payment of a breakup fee to the jilted party if a deal falls apart. The IRS recently advised that the payment of a breakup fee should sometimes be characterized as a capital loss under Section 1234A of the Internal Revenue Code. This could increase after-tax costs to the paying party, but accord beneficial capital gain treatment to the receiving party, say attorneys from Fried Frank Harris Shriv... (continued)

  • How Law Firms Are Using Analytics To Reduce Write-Offs

    Haley Altman

    It is increasingly necessary for law firms to implement strategies to improve efficiency, staffing and value to meet client needs. Haley Altman, CEO and co-founder of Doxly Inc., discusses how to successfully leverage analytical tools and emerging technology to increase profitability.

  • The Pros And Cons Of Virtual-Only Shareholder Meetings

    Lisa Fontenot

    In recent years, an increasing number of companies have opted to hold annual shareholder meetings exclusively online, in spite of negative sentiment from some investors. With technological advances that enable the meetings to be similar to physical meetings, the potential cost and time savings of virtual meetings may appeal to more companies, say Lisa Fontenot and Linda Dang of Gibson Dunn & Crutcher LLP.

  • Trulia's Impact On Deal Litigation In Delaware And Beyond

    Edward B. Micheletti

    The Delaware Chancery Court’s decision in Trulia has had a clear impact on deal litigation, both in terms of litigation practice and increased scrutiny of disclosure-based settlements. This impact has continued throughout 2016, with the ripple effect leading to more contested mootness fee applications, say attorneys with Skadden Arps Slate Meagher & Flom LLP.

  • 5 Ways To Reduce Risk When Acquiring A Payments Company

    Charles J. Morton Jr.

    Creating value for shareholders through acquisitions in the payment space is an important, time-tested strategy. However, regulatory pressure in the payments industry has increased considerably in the past few years. Combining regulatory insight with proven deal execution is essential if an acquisition is to have the intended results, say Charles Morton Jr. and Andrew Bigart of Venable LLP.