Mergers & Acquisitions

  • July 28, 2016

    Riverstone Brass Can’t Dodge Suit Over $94M Merger

    Claims of unfair dealing by directors of Texas-based property management company Riverstone National who passed up a major investment opportunity and then "obliterated" some challenge rights by approving a $94 million merger just ahead of a lawsuit survived a dismissal bid in Delaware Chancery Court on Thursday.

  • July 28, 2016

    Redstone's Faculties Still At Issue In Viacom CEO Row

    A Massachusetts judge refused to quash allegations that media mogul Sumner Redstone did not know what he was doing when he removed Viacom Inc. CEO Philippe Dauman from the company's controlling trust, saying Thursday that questions over Redstone’s capacity remain in play.

  • July 28, 2016

    German Antitrust Concerns Scuttle Owens Corning Purchase

    Owens Corning has canceled plans for its €73 million ($81 million) acquisition of Ahlstrom’s glass non-wovens and fabrics business unit after the Bundeskartellamt--the German Competition Authority--raised concerns that the transaction would be detrimental to competition in the market, the authority said Thursday.

  • July 28, 2016

    SynCardia Creditors Worried Over DIP, Bidding Orders

    Unsecured creditors in the Chapter 11 case of artificial heart maker SynCardia Inc. objected Wednesday in Delaware bankruptcy court to the company’s proposed stopgap financing facility and sale process, saying the compressed timeline puts a secured lender in the driver’s seat of the case.

  • July 28, 2016

    Oracle's $9.3B NetSuite Buy Latest In Tech Sector M&A Boom

    Oracle Corp.'s $9.3 billion play for cloud-computing company NetSuite is just the latest big-ticket technology deal unveiled this year, with the sector soaring to the most active for M&A this year as larger players make strategic buys, private equity firms show interest in tech and a challenging initial public offering market converge to fuel deal-making, experts say.

  • July 28, 2016

    Partners Group Pours $200M Into Taiwanese Solar Venture

    European private investment firm Partners Group AG on Thursday said that it has agreed to invest more than $200 million in a venture that is working to develop solar power projects in Taiwan, the second solar investment for the firm this year.

  • July 28, 2016

    Deals Rumor Mill: Allegro, Zabka Polska, InVentiv Group

    European e-commerce company Allegro reportedly has numerous suitors and could be worth as much as $3.3 billion in a sale, private equity firm Mid Europa Partners plans to sell Polish convenience store chain Zabka Polska, and Advent International and CVC Capital Partners each want to buy inVentiv Group, which provides services to biopharmaceutical companies.

  • July 28, 2016

    GE Sell-Off Continues With Shedding Of Italian Banking Unit

    General Electric Co.'s program to prune down its financial arm, GE Capital, and refocus on its industrial roots continued Thursday, as the company said it has agreed to sell its Italian merchant banking unit, GE Capital Interbanca Group, to Banca IFIS in a deal it values at $3.7 billion.

  • July 28, 2016

    Fosun To Buy KKR-Backed Indian Drug Co. For Up To $1.3B

    Shanghai Fosun Pharmaceutical Group Co. Ltd. will buy a significant stake in Gland Pharma Ltd., an Indian company that manufactures generic injectable drugs for U.S. and Indian markets, from KKR & Co. LP and other shareholders for up to $1.26 billion, the private equity-backed company said on Thursday.

  • July 28, 2016

    Acadia Offers Remedies For $2.2B Priory Acquisition To UK

    Acadia has offered concessions to the U.K. Competition and Markets Authority to win regulatory clearance of its $2.2 billion completed acquisition of mental health rehabilitation firm Priory Group, the agency said Thursday.

  • July 28, 2016

    Carlyle To Exit Axalta In Potential $1B Stake Sale

    The Carlyle Group LP has agreed to sell its remaining stake in Pennsylvania-based Axalta Coating Systems Ltd., the companies said on Thursday, in a secondary share sale that could bring in more than $1 billion.

  • July 28, 2016

    Temasek Buys Into Italian Luxury Clothing Maker Moncler

    Singapore state-owned investment company Temasek Holdings Pte. Ltd. has agreed to buy a stake in Italy-headquartered high-end winter jacket maker Moncler Group, Temasek said Thursday, marking the most significant investment it has ever made in an Italian company.

  • July 28, 2016

    German Prosecutors Drop Ex-Porsche Exec Fraud Appeal

    Prosecutors in Stuttgart, Germany, said on Thursday that they would abandon their attempt to revive claims that two former Porsche SE executives misled investors in the lead-up to an unsuccessful bid to takeover Volkswagen AG.

  • July 28, 2016

    Avnet Pays $907M For Raspberry Pi Maker Farnell

    U.S. electronics distributor Avnet Inc. on Thursday said it will acquire British tech maker Premier Farnell plc for $907.2 million, edging out an $807.4 million offer by Swiss manufacturing firm Daetwyler Holding AG that the Raspberry Pi single-board computer maker accepted last month.

  • July 28, 2016

    Oracle Inks $9.3B Deal For NetSuite

    Oracle Corp. said Thursday it will buy cloud company NetSuite in a deal worth $9.3 billion, as the California-based technology giant looks to invest heavily in the cloud-computing business.

  • July 27, 2016

    Stockholders On Hook For Farming Biz's Tax Bill Post-Trial

    The U.S. Tax Court on Tuesday found former stockholders in a grain equipment company liable for hundreds of thousands of dollars in tax bills it owed following a trial over a complex asset transfer that left the IRS empty-handed.

  • July 27, 2016

    $6B In Lyondell Clawback Claims Wrongly Nixed, Judge Finds

    A New York district judge on Wednesday overturned a bankruptcy court's decision to bar the claims of unsecured creditors of Lyondell Chemical Co., who claimed Lyondell's CEO engaged in an intentional fraudulent transfer in connection with a leveraged buyout and sought to claw back $6.3 billion in distributions to shareholders through the LBO.

  • July 27, 2016

    Mylan Must Divest Two Generics To Buy Meda, FTC Says

    The Federal Trade Commission on Tuesday cleared the way for drugmaker Mylan NV’s $7.2 billion acquisition of Swedish drugmaker Meda AB, provided Mylan divests assets for two generic drugs in order to settle anti-competitive claims.

  • July 27, 2016

    Genovese Joblove & Battista Adds 2 Attys In Miami

    South Florida law firm Genovese Joblove & Battista PA has added two veteran attorneys who will provide a boost to its expertise in domestic and international commercial litigation and business transactions, including through experience ranging from bankruptcy to mergers and acquisitions to various real estate matters.

  • July 27, 2016

    Anthem's New Merger Defenses Won't Rattle DOJ

    Anthem is previewing its counterattack against the DOJ’s challenge to a proposed merger with Cigna, but observers on Wednesday were skeptical of the insurance giant’s claims about cost savings and stronger competition.

Expert Analysis

  • Cos. Face Greater Fraudulent Transfer Risks Post-Lyondell

    Mark Maloney

    A New York federal court's decision this week in the case of Lyondell Chemical Co. is a stark reminder of how principles of agency law can result in the imputation of a single officer’s or director’s fraudulent intent on an entire company for purposes of actual fraudulent transfer claims, say attorneys with King & Spalding LLP.

  • Clayton Act Takeaways From Tullett Prebon-ICAP Deal

    Michael B. Bernstein

    The U.S. Department of Justice's recent settlement with ICAP and Tullett Prebon — restructuring their proposed $1.5 billion transaction — serves as an important reminder that Clayton Act Section 8 is not only a compliance issue, but also an important consideration in mergers and acquisitions and other areas that may affect the composition of a board of directors, say Michael Bernstein and Francesca Pisano of Arnold & Porter LLP.

  • Reps & Warranties Insurance From A Compliance Perspective

    Kim Nemirow

    The decision of whether and how aggressively to pursue representations and warranties insurance for compliance risks — such as corruption, money laundering and sanctions issues — is not easy. Sharing diligence findings with potential insurers can prove tricky in the compliance context, as portions of this diligence are often conducted pursuant to legal privilege, say attorneys with Ropes & Gray LLP.

  • OPINION: Our Juries Are Being Circumvented

    Suja A. Thomas.jpg

    The Freddie Gray case and a recent U.S. Supreme Court decision demonstrate how the government replaces juries, removing the jury as an important decision maker in the community and as a check on governmental power, says Professor Suja Thomas of the University of Illinois College of Law.

  • Active Vs. Passive Investing: The Struggle Of 2 Agencies

    Ethan A. Klingsberg

    Recent efforts by the U.S. Department of Justice and the U.S. Securities and Exchange Commission to determine where to draw the line between active and passive investing will have an immediate impact on hedge fund activism. The results of the two agencies’ efforts — in pursuit of different policy objectives — will become increasingly tricky and significant, say attorneys with Cleary Gottlieb Steen & Hamilton LLP.

  • Legal Aid, Meet Legal Tech

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    Because there will never be enough free lawyers to satisfy demand from low-income Americans, we need to leverage technology to allow the legal expertise of one lawyer to reach hundreds or thousands of clients at once, say Jonathan Petts and Rohan Pavuluri, co-founders of startup nonprofit Upsolve.

  • When Minority Stockholders Take Control

    Samuel Waxman

    It is a mistake to assume that a stockholder that does not own 51 percent of a company’s equity is free from the constraints that apply to controlling stockholders. Recent Delaware cases provide key insight into when minority stockholders can be deemed controlling stockholders, and the level of judicial review that applies to agreements with affiliates of the controlling stockholders, say attorneys with Paul Hastings LLP.

  • Merger Price Vs. Discounted Cash Flow: A Study Of Dell

    Boris J. Steffen

    Rejecting the contention by Dell Inc. that the final merger consideration was the best evidence of its fair value, the Delaware Chancery Court recently concluded that the fair value of Dell's common stock at the time it was taken private was approximately 28 percent higher than the final merger price. RSM US LLP's Boris Steffen, who frequently serves as a testifying expert in M&A litigation, dissects the court's analysis and highli... (continued)

  • Testing The UBE: Portable But Inaccurate Bar Exam Scores

    Suzanne Darrow-Kleinhaus

    While there is not much that is new about the uniform bar exam’s components, what is new is that where you take the bar exam may make the difference between passing and failing. Half of the score depends on the strength of the applicant pool in the jurisdiction where the candidate wrote the exam, which may lead to “UBE shopping,” says Suzanne Darrow-Kleinhaus, director of bar programs at Touro Law Center.

  • DOJ, FTC More 'Upfront' About Divestiture Requirements

    Gregory P. Luib

    Lost in all the publicity over high-profile mergers that have foundered for lack of an acceptable remedy is the fact that the agencies continue to resolve the vast majority of merger challenges by consent but are doing so with a marked increase in the use of upfront buyers, says Gregory Luib of Dechert LLP.