Mergers & Acquisitions

  • July 23, 2014

    EU Slaps Marine Harvest With $27M Fine Over Morpol Takeover

    Marine Harvest ASA, a leading Norwegian salmon farmer, said Wednesday that it's been hit with a €20 million ($26.9 million) fine by European antitrust regulators for moving too quickly in its takeover of salmon processor Morpol ASA last year.

  • July 23, 2014

    Dealmakers Q&A: Bird & Bird's Alexander Schroder-Frerkes

    I think merger-related antitrust laws in the EU and Germany in particular are too strict and not conducive to smooth company takeovers. As a result, we don’t have enough global players in Europe that can compete in size with their American and Chinese competitors, says Alexander Schroder-Frerkes, head of Bird & Bird's international corporate group.

  • July 23, 2014

    Dealmakers Q&A: Goodwin Procter's John Haggerty

    As dealmakers become more sophisticated, I suspect we will see an increase in more complicated multitransaction deals, essentially sidecar-type arrangements, where a merger could also become a restructuring, says John Haggerty of Goodwin Procter LLP.

  • July 22, 2014

    Donald Sterling Sues NBA, Wife To Block $2B Clippers Sale

    Los Angeles Clippers owner Donald Sterling on Tuesday filed a fraud suit against the National Basketball Association, his team, and his wife, seeking to block the team’s $2 billion sale even as the Clippers' CEO warned of a "death spiral" of fleeing sponsors and talent if Sterling stays.

  • July 22, 2014

    Weil, Goodwin Advise On Yahoo's $300M Deal To Buy Flurry

    Yahoo Inc. said Monday it would buy mobile analytics startup Flurry Inc. for a reported $300 million, with teams from Weil Gotshal & Manges LLP and Goodwin Proctor LLP advising on either side of the deal.

  • July 22, 2014

    Kodiak Shareholders Sue To Block $3.8B Whiting Takeover

    Shareholders of Kodiak Oil & Gas Corp. filed suit in Colorado federal court Tuesday seeking to block the oil and gas exploration company’s $3.8 billion takeover by Whiting Petroleum Corp., saying the deal is unfair and that the purchase price is too low.

  • July 22, 2014

    Benihana Scores Double Win In Trademark, Libel Suits

    Private equity-owned Japanese restaurant chain Benihana Inc. escaped two separate suits Tuesday after a Delaware federal judge agreed to dismiss both Benihana of Tokyo Inc.'s claims that it violated a merger agreement with foreign trademark applications and a defamation suit lodged by the restaurant founder's widow.

  • July 22, 2014

    Magazine Wholesaler's $24M Ch. 11 Sale Plan OK'd

    Source Home Entertainment LLC is slated for an auction in September, after a Delaware bankruptcy judge on Monday approved an auction process for Source Home's manufacturing arm anchored by a $24 million credit bid from senior secured term lenders that includes funds managed by the company's top equity holder.

  • July 22, 2014

    Stalwart Firm Cementing Place As Megadeal Powerhouse

    A full-on M&A boom rocking the marketplace this year has left attorneys across the board with little downtime, but one firm stands out as a favorite choice among high-profile deal makers seeking to redefine industries and shape how deals get done.

  • July 22, 2014

    BlackRock, Others Urge Boards To Boost Investor Engagement

    Several major institutional investors, including BlackRock Inc., have urged the 1,000 biggest public companies in the U.S. to rein in bitter activist plays by adopting a framework for better engaging with investors pioneered in part by the chairman-elect of Cadwalader Wickersham & Taft LLP.

  • July 22, 2014

    Aspen Tells Shareholders To Reject Endurance Proposals

    Aspen Insurance Holdings Ltd. again expressed opposition to rival insurer Endurance Specialty Holdings Ltd.’s $3.2 billion hostile takeover bid, releasing a letter Monday that urged its shareholders to reject a pair of Endurance's proposals.

  • July 22, 2014

    Stiefel Calls 11th Circ. Ruling On Duty To Disclose Confusing

    Stiefel Laboratories Inc. has asked the Eleventh Circuit to reconsider a ruling affirming a $1.5 million victory for a former sales representative who says the company misled him into selling shares at an artificially low price before a merger, arguing that the decision as it stands creates confusion for corporate actors regarding disclosure.

  • July 22, 2014

    Deals Rumor Mill: WH Group, GlaxoSmithKline, Huarong

    The world's largest pork producer, China's WH Group, is back on track with plans for a public float, but will pursue a leaner offering, while GlaxoSmithKline is drawing interest from an array of suitors after its portfolio of older drugs, which could fetch up to $5 billion at auction.

  • July 22, 2014

    Pols Ask Whether Inversion Fix Needs Tax Reform Tie

    Congress is worried that a recent stream of corporate inversion deals is eroding America's tax and job base, yet comprehensive tax reform is moving slowly and lawmakers question whether they can stanch inversions without a tax overhaul, according to a Senate Finance Committee hearing on Tuesday.

  • July 22, 2014

    Wachtell Reps CIT Group In $3.4B OneWest Bank Buy

    New Jersey-based financial holding company CIT Group Inc., run by former Merrill Lynch head John Thain, announced on Tuesday that it will pay $3.4 billion to acquire OneWest Bank NA parent company IMB Holdco LLC.

  • July 22, 2014

    Allen & Overy Reps Blackstone Co. In $764M Max Property Buy

    Max Property Group Plc is selling its real estate division to a Blackstone Group LP-controlled company for £447.7 million ($763.8 million), Blackstone’s latest foray into the European real estate market, Max Property said Tuesday.

  • July 22, 2014

    Loblaw Sells 4 Stores In Antitrust Deal For $12B Drugstore Buy

    Canada's antitrust watchdog on Monday approved Loblaw Cos. Ltd.’s sale of four of its grocery stores and the licensing of nine pharmacies as part of an agreement for the grocery giant’s CA$12.3 billion (US$11.5 billion) acquisition of Shoppers Drug Mart.

  • July 22, 2014

    Summit Partners Nabs New Vet Business After Selling Another

    Less than a week out of the pet care game, private equity firm Summit Partners is back in business with a majority stake in private veterinary group Independent Vetcare Holdings Ltd., the firm said Monday, in a bet that the pet health care industry has legs in the U.K. as well as in the U.S.

  • July 22, 2014

    Gibson Dunn Adds PE, Sports Expert From Boies Schiller

    Gibson Dunn is bolstering its New York corporate practice with a former Boies Schiller & Flexner LLP mergers and acquisitions and private equity specialist with expertise in the sports and entertainment fields, Gibson Dunn announced Monday.

  • July 22, 2014

    Dealmakers Q&A: Hughes Hubbard's James Modlin

    U.S. sanctions and trade policy is having an increasingly significant impact on M&A transactions, and in some cases, particularly involving Cuba, they can lead to silly results, says James Modlin, co-chairman of Hughes Hubbard & Reed LLP’s mergers and acquisitions practice.

Expert Analysis

  • Fla. Sets Strict Standard For Direct Shareholder Claims

    Jeffrey W. Gutchess

    In Dinuro Investments v. Camacho, a Florida court clarified the limited circumstances under which a corporate shareholder or limited liability company member has standing to bring a direct claim for damages relating to the company — an issue that has become more and more unsettled, say Jeff Gutchess and Justin Brenner of Bilzin Sumberg Baena Price & Axelrod LLP.

  • Trial-Ready In 180 Days: Prepare For SDNY's Rocket Docket

    Isaac S. Greaney

    A growing trend in the Southern District of New York akin to a sua sponte rocket docket can provide defendants with an opportunity to use their inherent informational advantage to set the tone of discovery and shift the burden and risks of the schedule to their adversaries, say Isaac Greaney and Jackie Lu of Sidley Austin LLP.

  • When You Are Responsible For Your Book Of Business

    Jennifer Topper

    Finding prospective clients and retaining them has little to do with your legal training and expertise, and yet you have no practice without successful client acquisition and retention. There is no reason you cannot apply your basic legal training to successful sales efforts hinging upon your practice strength and experience, says independent law firm consultant Jennifer Topper.

  • Protections Remain In Place For Ga. Officers, Directors

    J. Timothy Mast

    The Georgia Supreme Court’s highly anticipated decision in Federal Deposit Insurance Corp. v. Loudermilk clarifies the protections afforded by the business judgment rule to directors and officers of banks and corporations, and proves that the “wisdom” of corporate decisions continues to be shielded from claims of ordinary negligence, say attorneys with Troutman Sanders LLP.

  • An Inventive Way To Remove Pure State Court Claims

    Michael E. Blumenfeld

    Nondiverse state court defendants facing purely state law claims that seek to secure federal jurisdiction should determine whether a good faith basis exists to pursue a third-party action against a federal actor in order to trigger the representative U.S. Attorney’s certification and remove such claims under the Westfall Act, say Michael Blumenfeld and Jonathan Singer of Miles & Stockbridge PC.

  • Powerful Tools For Discovery And Litigation Strategy

    Nathalie Hofman

    Analytics offer opportunities for refining both discovery strategy and overall litigation strategy by providing information to support better informed decisions. As an added bonus, they can result in significant cost savings, say Nathalie Hofman and Carolyn Southerland of Huron Consulting Group Inc.

  • Corporate Inversions Show No Signs Of Slowing Down

    Jeffrey L. Rubinger

    Inversions are especially popular these days for pharmaceutical and biotechnology companies, where most of the value of the company is found in intangible assets, but it has been indicated that the heightened pace may prompt Congress to act on a measure quickly, says Jeffrey Rubinger of Bilzin Sumberg Baena Price & Axelrod LLP.

  • Ralls Ruling Could Open Door To Other CFIUS Challenges

    Farhad Jalinous

    Companies have long been hesitant to challenge the Committee on Foreign Investment in the United States because of the broad discretion given to the executive branch on issues of national security, but the D.C. Circuit ruling in Ralls Corp.’s suit against the committee calls into question the breadth of CFIUS’ authority, say attorneys with Kaye Scholer LLP.

  • PRISM Scatters Attorney-Client Privilege

    Any attorney sending or storing confidential client information or privileged communications via the cloud may be knowingly exposing those communications to scrutiny by the U.S. government via programs such as the National Security Agency’s PRISM — and arguably, even waiving any claim of privilege as a result, say attorney Thomas Mullaney and Vaultive CEO Elad Yoran.

  • Hostile Takeover Bids And The Power Of 'Just Saying No'

    Daniel G. Dufner Jr.

    Recent transactions demonstrate that, absent sufficient shareholder pressure to sell or to engage in discussions with a hostile bidder, “just saying no” continues to be a powerful defense to unwarranted offers, say attorneys with White & Case LLP.