Mergers & Acquisitions

  • September 30, 2016

    Trucking Deal Fraud Claims Rightly Axed, Del. Justices Say

    The Delaware Supreme Court upheld Friday a Chancery Court decision tossing fraud counterclaims that erupted in a layered dispute over the $200 million purchase of Kentucky-based trucking company A&R Logistics Inc., ruling that Chancellor Andre G. Bouchard correctly decided they lacked a “physical nexus” to Delaware.

  • September 30, 2016

    3 Tips For Structuring A Reverse Morris Trust

    As public companies continue to slim down, many are wondering if a reverse Morris trust transaction, a tax-friendly deal structure that allows investors to maintain an interest in the assets being sold, is the best way to carry out a divestiture. Here, Law360 outlines three ways to smoothly structure the tax-motivated deal.

  • September 30, 2016

    Enbridge Sells $820M Of Pipeline Assets To Tundra Energy

    Enbridge Inc. and Enbridge Income Fund Holdings Inc. said Thursday they will sell a regional pipeline system in Canada to Tundra Energy Marketing Ltd. in a CA$1.075 billion ($820 million) cash sale.

  • September 30, 2016

    Caterpillar Beats Suit Over $580M Post-Merger Loss

    An Illinois federal judge on Thursday tossed a derivative suit alleging construction vehicle maker Caterpillar Inc. rubber-stamped its 2012 purchase of Chinese manufacturer Siwei months before it announced a $580 million loss on the purchase, ruling that the complaint makes plain that the company conducted an adequate review.

  • September 30, 2016

    Federal-Mogul Investors Launch Challenge To Icahn Takeover

    Investors in Federal-Mogul Holding Corp. launched lawsuits in the Delaware Chancery Court on Friday challenging a takeover bid by Carl Icahn’s private investment vehicle, arguing the deal, which values the auto parts-maker at nearly $1.6 billion, has “an unreasonably low price” and is “marred” with conflicts.

  • September 30, 2016

    Emerald Oil Asks For More Time On $110M Ch. 11 Sale Talks

    Bankrupt oil and gas driller Emerald Oil Inc. asked a Delaware bankruptcy judge Friday for more time to negotiate the details of a proposed $110.5 million sale to its prepetition secured creditor, saying that issues remain concerning the wind-down budget for the company.

  • September 30, 2016

    Deals Rumor Mill: Petronas, Sushiro, Monte Dei Paschi

    Malaysian oil firm Petronas may sell its majority stake in a $27.5 billion Canadian LNG plant, MBK Partners is among those vying for Japanese sushi chain Sushiro Global and a number of suitors have interest in buying a platform that will manage Monte dei Paschi's bad loans.

  • September 30, 2016

    Cigna Objection Request Stumps Judge In $54B Merger Trial

    A D.C. federal judge on Friday marveled at Cigna Corp.’s “extraordinary” and “highly unorthodox” request to reserve objections to Anthem Inc.’s trial tactics as both companies fight together to save their $54 billion proposed merger against the Department of Justice’s antitrust challenge, the latest sign of discord looming behind the health insurance mega-deal.

  • September 30, 2016

    Taxation With Representation: Latham, Vinson, Skadden

    In this week’s Taxation With Representation, a Pennsylvania-based gas driller gained bigger access to the Marcellus and Utica shales for $2.7 billion, a German specialty chemicals company spent about as much to buy Philadelphia-based Chemtura and FTV Capital closed its fifth fund after collecting $850 million.

  • September 30, 2016

    Don't Miss It: Hot Deals & Firms We're Following 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 Latham, Jones Day and Kirkland. Here, Law360 recaps the ones you might have missed.

  • September 30, 2016

    CORRECTED: NY Appeals Court Nixes Bid To Stop Marriott Merger

    Marriott International Inc.’s $13.6 billion merger with Starwood Hotels & Resorts Inc. can proceed because monetary damages are available to the plaintiffs as a remedy for the breach of contract claim made by two hotel groups that attempted to stop the merger, a New York appellate court ruled on Tuesday. Correction: An earlier story mischaracterized the New York Supreme Court’s reason for denying Cityfront and Dream Team’s motion for a preliminary injunction to enjoin the Starwood-Marriott deal. The error has been corrected.

  • September 30, 2016

    TransPerfect Co-CEO Urges Del. High Court To Stop Sale

    The co-CEO of TransPerfect Global Inc. has urged Delaware’s Supreme Court to overturn a lower court’s order that put his legal translation company under a custodian’s control and up for sale, saying that the court wrongly intervened in a personal matter.

  • September 30, 2016

    Airbus Group Readies Merger With Its Plane-Making Unit

    Airbus Group SE on Friday outlined plans to merge with its plane-making unit, Airbus Commercial Aircraft, as part of an ongoing effort to simplify its management structure and better position the company for growing competition.

  • September 30, 2016

    Cheniere Values Investment Unit At $5.1B With Buyout Offer

    Texas-based Cheniere Energy on Friday offered to buy all of the stock in affiliate Cheniere Partners Holdings that it does not already own in an all-stock deal that values the target at $5.1 billion, in a move that will simplify its structure.

  • September 29, 2016

    IBM to Acquire Financial Consulting Firm Promontory

    IBM announced Thursday that it is acquiring Promontory Financial Group with the aim of marrying the tech giant’s cognitive computing capabilities with the global consulting firm’s expertise in risk management and regulatory compliance. Financial details were not disclosed.

  • September 29, 2016

    Kirkland Lake Gold To Buy Smaller Rival In $768M Deal

    Kirkland Lake Gold Inc. said Thursday that it plans to buy its smaller rival Newmarket Gold Inc. in an all-stock deal valued at CA$1.01 billion ($768.2 million), creating a mid-tier gold company capable of producing more than 500 kilo ounces of gold annually. 

  • September 29, 2016

    Proskauer Rose Nabs Ex-White & Case Funds Group Head

    Proskauer Rose LLP has hired the former global head of White & Case LLP's investment funds group, who counseled a $108 million social investment fund structured by JPMorgan and the Bill & Melinda Gates Foundation, the firm said Thursday.

  • September 29, 2016

    Redstone-Owned Theater Co. Urges CBS, Viacom Merger

    Sumner Redstone-owned movie theater company National Amusements, which owns a majority of CBS' and Viacom’s voting stock, urged the companies to discuss a tie-up in a Thursday letter, contending they would be better positioned to “respond aggressively and effectively” to the evolving world of media and entertainment.

  • September 29, 2016

    Colony Capital Investor Sues To Block NorthStar Merger

    A Colony Capital Inc. shareholder filed a putative class action complaint in a Maryland court on Thursday, seeking to block a proposed merger with NorthStar Asset Management Group Inc. and NorthStar Realty Finance Corp., claiming that the deal will leave Colony’s shareholders with a reduced share of a less valuable company.

  • September 29, 2016

    Jones Day Adds M&A Partner in Minneapolis

    Jones Day announced that it is adding a new partner to the mergers and acquisitions team at its newly opened Minneapolis office.

Expert Analysis

  • Oral Advocacy And 'Vocal Fry'

    Higdon (1).jpeg

    In a sneak preview of the fall edition of Legal Communication & Rhetoric, Professor Michael Higdon of the University of Tennessee College of Law explores the negative reactions to "vocal fry," the accusations of sexism those reactions have engendered, and what all this means for female attorneys.

  • FERC Reconsiders Horizontal Market Power In Transactions

    Catherine McCarthy

    New Federal Energy Regulatory Commission proposals could impose significant additional filing requirements on certain Section 203 applicants seeking FERC authorization for mergers, acquisitions and other transactions, say Catherine McCarthy, David Perlman and Stephen Hug of Bracewell LLP.

  • The Courtroom Where It Happened: Hamilton As A Lawyer

    Randy Maniloff

    Often lost in discussions about Alexander Hamilton is that he was an extremely important New York lawyer. He had an extensive law practice until his death in 1804 and he wrote what is considered to be the first treatise in the field of private law. Ultimately, Hamilton certainly did get "a lot farther by working a lot harder, by being a lot smarter, by being a self-starter," says Randy Maniloff of White and Williams LLP.

  • Why Have Lawyers Forgotten About The Middle Class?

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    Sorry, fellow lawyers, judges and legislators, but the jig is up. It’s time to show the public the cards up our sleeves and give them a chance to weigh in on the fairness of a system that touches so many aspects of their everyday lives, says Chas Rampenthal, general counsel of LegalZoom.

  • The Right Time To Make A CFIUS Filing

    Stephen Heifetz

    Foreign investors in U.S. companies often must consider whether and when to seek clearance from the Committee on Foreign Investment in the United States. Comparatively little guidance is available on the "when" question. Stephen Heifetz and Alexis Early of Steptoe & Johnson LLP provide several possible answers.

  • Harris Corp. FCPA Declination Is First Of Its Kind

    Robert W. Kent Jr.

    Commentators have justifiably been suspicious of regulators’ claims that they will reward companies that have strong Foreign Corrupt Practices Act compliance programs and that respond to allegations of misconduct as the government has recommended. However, it is difficult to read the recent Harris Corp. resolution as anything other than the government following through on its promises, says Robert Kent of Baker & McKenzie LLP.

  • Prevent Merger Benefits From Becoming Disabling Conflicts

    Ethan A. Klingsberg

    Given the plaintiffs bar’s heightened focus on conflict allegations against target directors premised on merger agreements, boards of target corporations, when reviewing the protections they are granting themselves, should pay attention to not only the guidance of Riverstone National, but also the arguable legacy of CVS-Caremark, says Ethan Klingsberg of Cleary Gottlieb Steen & Hamilton LLP.

  • Common Regulatory Pitfalls In Health Care M&A

    Excerpt from Lexis Practice Advisor
    Matthew E. Eisler

    The health care regulatory environment can be complex and difficult to navigate for new entrants into the field and seasoned veterans alike. Depending on the type of transaction, various federal, state, local and agency rules may apply. Matthew Eisler and Russell Hedman of Hogan Lovells US LLP discuss essential steps to identify and address regulatory risk in health care acquisitions.

  • Managing The Compliance Aspects Of PE Investments

    Francois Hellot

    It can be difficult for a private equity investor to detect potential wrongdoing by the entities or individuals involved in a target’s business. Therefore, when drafting contractual safeguards in a purchase agreement, investors should take measures to shield themselves against both identified and unidentified risks, say attorneys with Dechert LLP.

  • Overhauling Law Firm Records Departments For A New Reality

    Raymond Fashola

    As automation increases, so do business challenges that impact overall law firm operations. Records departments are facing roadblocks associated with antiquated processes, ever-changing regulatory requirements, and emerging technologies. As a result, firms are reassessing the needs of their records department staffing models, says Raymond Fashola of HBR Consulting.