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