Mergers & Acquisitions

  • July 2, 2015

    Skadden Guides Centene In $6.8B Deal For Health Net

    Medicaid insurer Centene Corp. on Thursday said it will acquire fellow insurance provider Health Net Inc. for approximately $6.8 billion — marking the third major insurance company merger in less than a week — in a deal with Skadden Arps Slate Meagher & Flom as its counsel. 

  • July 2, 2015

    Don't Miss It: Hot Deals & Firms We're Following This Week

    With so much M&A news this week, you may not have seen some announced deals involving several law firms including Skadden, Wachtell Lipton and Weil Gotshal. Here, Law360 takes a look at the ones you might have missed.

  • July 2, 2015

    JPMorgan Asks FCC To Back LightSquared Bid Despite Felony

    JPMorgan Chase & Co. urged the Federal Communications Commission in a filing made public Thursday not to block its bid to take an equity interest in LightSquared Inc. following a recent antitrust settlement, saying the relevant conduct was not communications-related and had been rectified.

  • July 2, 2015

    Shelly Sterling Defends Bid To Dismiss HIPAA Claims

    The wife of disgraced ex-Los Angeles Clippers owner Donald Sterling defended her bids to toss claims for violations of private health information laws Wednesday in his case over his ouster from the ownership of the team, saying his claims that she conspired to boot him are delusional.

  • July 2, 2015

    Taxation With Representation: Sullivan, Weil, Cooley

    In this week's Taxation With Representation, property and casualty insurer ACE Group picks up The Chubb Corp. for a cool $28.3 billion, while insurance brokerage Willis Group Holdings PLC scores professional services firm Towers Watson & Co. in a deal valued at about $18 billion.

  • July 2, 2015

    DOJ Electrolux Merger Suit Solid Despite Limited 'Hot Doc' Use

    The U.S. Department of Justice's lawsuit Wednesday targeting AB Electrolux's $3.3 billion acquisition of General Electric Co.'s appliance business put less emphasis on embarrassing internal documents from the companies than many of the watchdog's recent merger challenges, but attorneys say the more market share-focused complaint still lays out a traditional antitrust case.

  • July 2, 2015

    FTC OKs Dollar Tree's Family Dollar Takeover, But AGs Sue

    The U.S. Federal Trade Commission paved the way for Dollar Tree Inc. to complete its $8.5 billion buyout of rival Family Dollar Stores Inc. by accepting a deal Thursday to sell 330 stores to a private equity firm, though 17 states have already filed litigation challenging the buyout.

  • July 2, 2015

    Frontier, Verizon Tell FCC Their Deal Will Expand Broadband

    Frontier Communications Corp.’s planned $10.54 billion purchase of Verizon Communications Inc.’s wireline operations in three states will lead to broadband expansion, the companies told the U.S. Federal Communications Commission in a filing posted Thursday, but they can’t yet say exactly what that expansion will entail.

  • July 2, 2015

    Golden County Foods Gets Nod For $37M Bankruptcy Sale

    A Delaware bankruptcy judge on Thursday blessed Golden County Foods Inc.'s $37.2 million sale to industry rival Monogram Appetizers LLC, the result of an auction that boosted the sticker price by more than $15 million.

  • July 2, 2015

    Dole Says Claims Over $1.6B Deal 'Recklessly Villainize' CEO

    Dole Food Co. Inc. told a Delaware Chancery judge Thursday that shareholders challenging the $1.6 billion deal to take the company private are trying to “recklessly villainize” CEO David H. Murdock with accusations he colluded with Deutsche Bank AG to sink the company’s share price before buying it out.

  • July 2, 2015

    PayPal To Acquire Rival Xoom In $890M Deal

    California-based PayPal Inc. announced Wednesday that it will acquire rival Xoom Corp. for $890 million in cash as the online payments service provider gears up for its planned spinoff from parent company eBay Inc.

  • July 2, 2015

    Deals Rumor Mill: Anthem, Cigna, Yelp, Tesco

    Health insurers Anthem Inc. and Cigna Corp. are taking another swing at merger talks, while consumer review website Yelp Inc. puts off plans for a potential sale for now, as four private equity firms land on the shortlist of potential buyers for U.K. supermarket chain Tesco PLC's South Korean unit.

  • July 2, 2015

    DLA Piper Adds Latin America Finance Partners In Miami

    DLA Piper has added two former Foley & Lardner LLP corporate and finance partners in its Miami office, where they will focus their work on international matters, particularly in Latin America, the firm announced on Thursday.

  • July 2, 2015

    FTC Litigators Dish On Strategy Behind Sysco Merger Win

    The Federal Trade Commission recently notched its latest merger litigation win with a ruling blocking Sysco Corp.'s bid for rival US Foods Inc. Here, the FTC's co-lead trial counsel talk exclusively with Law360 about how they balanced the evidence, viewed a proposed antitrust fix as a positive and the rest of their strategy for the case.

  • July 2, 2015

    1 Firm Handled Most Global, US Real Estate M&A In 1st Half

    One firm advised on more than $54 billion worth of global real estate sector M&As and upward of $17 billion of U.S. deals in the first half of 2015, more than any other firm in terms of U.S. and global deals, according to Dealogic data.

  • July 2, 2015

    AT&T Offers Discounted Broadband In FCC Merger Talks

    AT&T Inc. laid out plans for the discounted broadband service for low-income consumers sought by Federal Communications Commissioner Mignon Clyburn as the agency reviews the company’s proposed purchase of DirecTV, a filing posted Thursday showed.

  • July 2, 2015

    Del. Justices Quash Hill International's Meeting Complaint

    The Delaware Supreme Court ruled Thursday the Chancery Court was correct when it ordered construction management firm Hill International Inc. to postpone its annual shareholder meeting on the grounds that it broke its own bylaws when it rejected a hedge fund investor’s slate of director nominees as coming in too late.

  • July 2, 2015

    M&A Boom Soars To Highest First-Half Clip In 8 Years

    Coming off a robust 2014, corporations kicked up their buying spree again in the first half of 2015, led by deal-hungry health care and pharmaceutical companies and buoyed by cheap financing that has fueled the mergers and acquisitions boom to its highest level in eight years.

  • July 2, 2015

    Proxy Adviser Says Vote No On Samsung's $8B Merger

    The day after a court victory in South Korea, Samsung C&T Corp.’s planned $8 billion merger with Cheil Industries Inc. hit a snag when a proxy adviser in a report released on Thursday pushed for shareholders to vote no.

  • July 1, 2015

    Williams Cos. Brass Sued For Snubbing $53B ETE Merger Offer

    An investor in Williams Cos. Inc. launched a class action Wednesday in Delaware Chancery Court, claiming the energy giant brass' resistance to a takeover attempt by Energy Equity Transfer LP’s valued at $53 billion and refusing other ideas would harm shareholders.

Expert Analysis

  • FTC's Sysco Merger Challenge Reflects Orthodox Approach

    Beau W. Buffier

    The Federal Trade Commission’s case against the Sysco-US Foods merger relied strongly on structural presumptions rooted in market shares and market concentration, reinforcing that agencies and courts continue to apply an approach that has changed little in decades and that is heavy on market definition, market shares and presumptions of anti-competitive effects, say attorneys with Shearman & Sterling LLP.

  • Del. Defines Derivative Standing Of Creditors Committees

    Sharon L. Levine

    Given a recent decision in the Standard Register Chapter 11 case allowing a creditors committee to pursue claims in connection with an acquisition, it now seems likely that in certain cases, a debtor’s officers and directors cannot claim they are justified in deciding not to bring suit against themselves, say Sharon Levine and Anthony De Leo of Lowenstein Sandler LLP.

  • Your Advance Conflict Waiver May Be A Conflict Creator

     Daniel H. Tabak

    A recent Western District of Pennsylvania decision has carved out new ground in the already fertile fields of affiliate conflicts and advance conflict waivers by recommending that Kirkland & Ellis LLP be enjoined from representing the would-be purchaser of a Kirkland pharmaceutical client’s parent company. The court’s interpretation of the words used in the advance waiver is almost certainly not what Kirkland expected, say Daniel T... (continued)

  • The Top 3 New Do’s And Don’ts For Law Firm Websites

    Stephan Roussan

    In legal marketing circles, there are few topics peddled about more than “hot tips” for improving your law firm’s website. Google it. You’ll find more advice than you could ever digest. However, there are larger trends in technology, culture and user behavior that are impacting firms in very significant ways and are not being talked about nearly as much as they should be, says Stephan Roussan, founder of consulting and web developm... (continued)

  • A Few Lessons From FCPA Trial Of Ex-PetroTiger CEO

    Marsha Gerber

    The trial of former PetroTiger Ltd. CEO Joseph Sigelman came to an abrupt end last week after prosecutors agreed to a plea agreement that appears to include terms favorable to the ousted executive. The case garnered widespread interest in part because criminal Foreign Corrupt Practices Act cases are rarely tried — this was only the fourth FCPA prosecution in as many years to progress all the way to trial, say attorneys with Norton Rose Fulbright.

  • A Guide To IT Transition Planning In Health Care M&A

    Linda S. Ross

    An essential part of effective IT transition planning in modern health care transactions is the development and execution of an information technology and transition services agreement. As is the case in most commercial arrangements, the buyer and seller will have distinct and separate concerns, interests and expectations that can take significant time to negotiate and address, say Matthew Keuten and Linda Ross of Honigman Miller S... (continued)

  • High Hurdles Remain For Texas Derivative Plaintiffs

    Jeffrey R. Elkin

    The Supreme Court of Texas plainly seems to believe that its decision in Sneed v. Webre endorses an “easier” path for a shareholder in a closely held corporation to enforce its rights and protect the value of its ownership interests. However, while the business judgment rule will not be a bar to standing, it remains a high hurdle to any ultimate recovery for derivative plaintiffs, says Jeffrey Elkin of Porter Hedges LLP.

  • Chancery's Approach To Board Seat Agreement Disputes

    Robert C. Schwenkel

    The Delaware Chancery Court’s decision last week in Partners Healthcare Solutions Holdings LP v. Universal American Corp. does not alter the basic rights of private equity firms or other stockholders under board seat agreements, but it does confirm that a company will not be in breach of such an agreement when it imposes unspecified conflict-of-interest and confidentiality conditions, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Quadrant Sheds Light On Director Duties In PE Deals

    Nate Neuberger

    The Delaware Chancery Court's holding in Quadrant Structured Products v. Vertin is neither extraordinary nor groundbreaking, but the court's discussion in the opinion provides a wealth of guidance to directors of insolvent corporations, particularly private equity-backed companies that often are characterized by significant leverage and complicated capital structures, says Nate Neuberger of Reinhart Boerner Van Deuren SC.

  • Why Lateral Candidacies Fail

    Adam S. Weiss

    According to The American Lawyer, over 2,700 AmLaw 200 law firm partners switched firms last year, representing between 4 and 5 percent of all partners on the AmLaw list. But what about the thousands of other partners who tried — but failed — to switch firms? While no statistics are available on this number, I have a secret to share: Many, if not most, lateral partner candidacies fail, says Adam Weiss of the Lateral Lawyer Group.