Mergers & Acquisitions

  • September 1, 2015

    China Urges Mergers, Share Buybacks To Boost Market

    Four Chinese regulatory agencies issued a joint statement Monday night “encouraging” listed companies to consider mergers and acquisitions, handing out cash dividends and repurchasing shares as Beijing continues to try to reinvigorate the nation's plunging stock market.

  • August 31, 2015

    CBRE's $1.45B Johnson Controls Deal Beats Late Challenge

    A Delaware Chancery judge on Monday rejected a bid to block the $1.45 billion merger of Johnson Controls Inc.'s facilities management unit with C.B. Richard Ellis Inc., saying Global Communications & Learning Network Corp. failed to show it would suffer irreparable harm if the deal closes Tuesday.

  • August 31, 2015

    Sidley Austin Snags Ex-Klee Tuchin M&A Pro For LA Office

    Sidley Austin LLP has continued the expansion of its Los Angeles offices with the addition of a former Klee Tuchin Bogdanoff & Stern LLP partner to join the firm’s mergers and acquisitions and private equity practices, the firm announced Monday.

  • August 31, 2015

    NY Court Nixes Norex's Siberian Oil Field Suit

    A New York court tossed Norex Petroleum Ltd.’s lawsuit targeting BP PLC and two billionaires over an alleged plot to steal Norex’s $500 million stake in a Russian oil company, holding that a Siberian court’s decision diluting its investment stands up in American court.

  • August 31, 2015

    Skadden Guides Amicus Therapeutics' $590M Biopharm Buy

    Skadden Arps Slate Meagher & Flom LLP is advising biotech company Amicus Therapeutics in its acquisition of Scioderm Inc., a company dedicated to finding therapies for rare diseases, which Amicus says could be worth up to $590 million, according to a statement released Monday.

  • August 31, 2015

    Trump International Golf Club Gets Nod On Sale Plan

    The Trump International Golf Club in Puerto Rico won approval for its auction procedures in Puerto Rico bankruptcy court Friday, with the bidding set to start at $2 million.

  • August 31, 2015

    Exelon, Pepco Intent On Merger Despite DC Veto

    Exelon Corp. and Pepco Holdings Inc. stressed their disappointment Monday with the D.C. Public Service Commission’s rejection of the utilities' $6.8 billion merger, saying they are undeterred and will still seek to complete the proposed tie-up.

  • August 31, 2015

    Deals Rumor Mill: Fiat, London City Airport, Carlyle Group

    Fiat Chrysler's CEO reiterated that General Motors Co. should agree to consider a merger, Allianz SE's infrastructure unit and Borealis Infrastructure could pay $3.1 billion to buy the London City Airport and The Carlyle Group LP hopes to net $1.7 billion in a sale of Landmark Aviation.

  • August 31, 2015

    Electrolux, GE Say Samsung Withholding Docs In Merger Fight

    General Electric Corp. and AB Electrolux Inc. pushed a D.C. federal court Friday to force Samsung Electronics America Inc. to turn over information about its business plans that the companies hope to use to fight the government's challenge to their $3.3 billion appliance merger.

  • August 31, 2015

    Ares Fund Pays $185M To WPX For ND Gathering System

    A private equity fund managed by Ares Management LP has agreed to pay $185 million to WPX Energy Inc. for a gathering system in North Dakota's Williston Basin, as the oil and gas producer looks to cut costs after spending $2.35 billion in Texas' Permian Basin in July.

  • August 31, 2015

    Ropes & Gray, King & Spalding Steer $170M Home Care Deal

    Ropes & Gray LLP represented a HealthSouth Corp. division in its $170 million cash acquisition of King & Spalding LLP-counseled CareSouth Health System Inc.’s home health agency operations, the companies said Monday.

  • August 31, 2015

    Carlyle Drops $98M On Candle Merchant

    The Carlyle Group LP has agreed to acquire Blyth Inc. for about $98 million, the companies said Monday, adding to the private equity giant’s portfolio a candle and fragrance merchant that raked in over $490 million in sales last year.

  • August 31, 2015

    TV Station Sale Undervalues Spectrum License, Investors Say

    Minority shareholders in channel WMNT-CD asked an Ohio federal court Friday to halt the proposed sale of the TV station's parent company, saying the deal was made without their approval and undervalues the station’s broadcast license by millions of dollars.

  • August 31, 2015

    Hughes Hubbard Reps ITT In $300M Wolverine Deal

    ITT Corp., a parts manufacturer for the energy, aerospace and automotive sectors, announced on Monday that it has agreed to buy automotive braking system developer Wolverine Automotive Holdings Inc. for $300 million in a deal advised by Hughes Hubbard & Reed LLP.

  • August 31, 2015

    9th Circ. Tweaks Ruling On Broadcaster's $15M IRS Row

    The Ninth Circuit declined Friday to rehear a dispute over a $15 million tax tab from a broadcasting company share sale, but amended its opinion after company shareholders questioned whether the IRS would be subject to a lower standard of proof on remand.

  • August 31, 2015

    Pleasant Lake Launches Hostile Takeover Bid For Chipmaker

    New York-based hedge fund Pleasant Lake Partners on Monday launched a hostile takeover bid for Magnachip Semiconductor Corp. that values the company at roughly $346 million, saying that the South Korea-headquartered chipmaker is in need of “immediate strategic change.”

  • August 31, 2015

    Berkshire Hathaway Unveils $4.5B Stake In Phillips 66

    Berkshire Hathaway Inc. has built up a stake in Phillips 66 worth $4.48 billion after parting with about $1.4 billion worth of the energy company’s stock in a transaction completed last year, the Warren Buffett-led holding company said on Friday.

  • August 31, 2015

    5 Insights From 3M General Counsel Ivan Fong

    Going in-house for the right reasons and for the right company can be one of the most rewarding professional decisions you can make. It also comes with a certain amount of risk, for your career may rise or fall due to business or industry tailwinds or headwinds beyond your control, says Ivan Fong, general counsel for 3M Company and former GC of the U.S. Department of Homeland Security.

  • August 31, 2015

    Ageas To Sell HK Insurer For $1.4B To China's JD Capital

    Ageas SA said Sunday it has inked a deal to sell its Hong Kong life insurance business to Chinese asset management company JD Capital for HK$10.7 billion ($1.4 billion) as the Belgian insurance group refocuses its strategy in Asia.

  • August 28, 2015

    Capella Co-Founder Says PE Firm Cut Him Out Of $900M Sale

    GTCR LLC was hit with a lawsuit Friday over its $900 million sale of Capella Healthcare Inc. to Medical Properties Trust Inc. by one of the company’s founders, who said the Chicago-based private equity outfit breached its fiduciary duty and diluted his shares.

Expert Analysis

  • Purchase Price Adjustment Lessons From ATK Accounting Row

    Daniel R. Avery

    Disputes concerning an M&A target’s financial condition may result in both a post-closing purchase price adjustment and potential indemnification claims by the buyer. A purchase price dispute stemming from Alliant Techsystems’ acquisition of Bushnell Group Holdings brings these issues squarely into focus, say attorneys with Goulston & Storrs PC.

  • Rules Of The Road For Directors Serving Two Masters

    Diane Holt Frankle

    Constituency directors may have day jobs as employees of the private equity firm, parent corporation, activist hedge fund, lender or union that designated them for the board seat they now hold. If so, such directors owe separate duties to their employer. Kaye Scholer LLP partner Diane Holt Frankle takes an in-depth look at the issues constituency directors should keep in mind and the standards that apply to them.

  • New Case Clarifies Del.'s Conflicts Committee Approach

    Ethan A. Klingsberg

    Earlier this year, Delaware Vice Chancellor J. Travis Laster, in the El Paso case, concluded that a subsidiary master limited partnership’s conflicts committee had failed to satisfy even a subjective good-faith standard when approving “dropdowns.” In a recent, similar case involving Kinder Morgan, the pendulum swung the other way but with an obvious takeaway, say Ethan Klingsberg and Christopher Austin of Cleary Gottlieb Steen & Hamilton LLP.

  • Tips For Responding To An FTC Subpoena

    Julie A. Flaming

    A subpoena from the Federal Trade Commission can be unnerving and may appear daunting in the scope of its requests. Negotiations with the FTC regarding scope of discovery, time frames and even format of production can assist in reducing the burden for companies, say Julie Flaming and Katie Smith of Nelson Mullins Riley & Scarborough LLP.

  • Key Online Lending Takeaways As Regulators Assess Industry

    Christopher L. Allen

    Regulators are assessing what a well-calibrated online lending regulatory framework may look like — one that balances greater access to credit with appropriate risk management and borrower protections. This may impact investments relating to online lending and the M&A opportunities available to strategically acquisitive bank and nonbank lenders, say attorneys with Arnold & Porter LLP.

  • A Late-Summer Dive Into The HSR Annual Report

    Jack Sidorov

    The recently released Hart-Scott-Rodino annual report, while appropriate beach reading only for insomniacs, provides a useful look at the agencies’ merger enforcement efforts and the operation of the premerger notification program from October 2013 through September 2014, says Jack Sidorov, senior counsel at Lowenstein Sandler LLP and a former U.S. Department of Justice Antitrust Division attorney.

  • Fluor Ruling Is Good News For Calif. Policyholders

    Richard DeNatale

    Last week, in its long-anticipated and unanimous decision in Fluor Corp. v. Superior Court, the California Supreme Court made it significantly easier to transfer insurance rights in corporate acquisitions and reorganizations, placing California squarely in the mainstream view, say Richard DeNatale and Celia Jackson at Orrick Herrington & Sutcliffe LLP.

  • A Look At The Modern Business Judgment Rule

    D. Gordon Smith

    The Delaware courts have made innovative use of the business judgment rule in cases involving takeover defenses, controlling stockholder transactions and stockholder ratifications. The modern business judgment rule is not a one-size-fits-all doctrine, but rather a movable boundary, marking the shifting line between judicial scrutiny and judicial deference, says D. Gordon Smith, professor of law and associate dean at Brigham Young U... (continued)

  • How Regulation A Can Help M&A Practitioners

    Peterson_Christopher_KayeScholer.jpg

    Regulation A may be particularly useful in circumstances where a potential acquirer wants to issue equity securities without registration but the facts of the proposed acquisition limit the availability of the Regulation D exemption, says Christopher Peterson of Kaye Scholer LLP.

  • How To Protect IP In Energy Industry Joint Ventures

    Jennifer Roscetti

    Economically advantageous oil and gas joint ventures come with risks that originate from sharing intellectual property. One common theme of past disputes is the importance of understanding whether a change for your partner — such as forming a joint venture with a competitor or losing control of a subsidiary — means a change for you, say Jennifer Roscetti and Charles Collins-Chase of Finnegan Henderson Farabow Garrett & Dunner LLP.