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Mergers & Acquisitions
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May 25, 2012
Uncertainty Reigns On Eve Of Brazil's Antitrust Overhaul
Brazilian lawmakers have approved new leadership for the country's antitrust agency less than a week before the country's new competition law takes effect Tuesday, but attorneys say the mood remains anxious as businesses and lawyers wait for the watchdog to issue final regulations for the overhaul.
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May 25, 2012
FCC General Counsel Schlick To Step Down
Federal Communications Commission general counsel Austin Schlick will step down from the post in mid-June and be replaced by his current deputy, Sean Lev, the regulator said Friday.
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May 25, 2012
Pelican Refining Seeks $76M From Sigma In Failed Deal
The parent companies of Pelican Refining Co. LLC and Pelican Asphalt Co. LLC headed to Texas state court on Friday to demand $76 million in damages from Sigma Petroleum Inc. after Sigma defaulted on a deal to buy the two refineries.
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May 25, 2012
Morgan Lewis Advises Pearson in $90M GlobalEnglish Buy
London-based publishing giant Pearson PLC has acquired California-based software company GlobalEnglish Corp. in a $90 million cash deal to enhance its presence in the market for educational programs geared toward students learning English as a second language, Pearson announced Friday.
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May 25, 2012
Benihana Investor Sues To Nix $296M Angelo Gordon Buyout
A Benihana Inc. shareholder on Thursday hit the restaurant chain with a putative class action in Delaware Chancery Court seeking to derail the chain's proposed $296 million sale to New York-based private equity firm Angelo Gordon & Co.
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May 25, 2012
RG Steel Wins Arbitration Order In $125M Severstal Dispute
A New York federal judge on Friday granted RG Steel LLC's motion to compel arbitration in a dispute brought by Severstal U.S. Holdings over a purchase agreement for three affiliated steel companies after RG's price adjustments reduced the deal amount from $125 million to $1.9 million.
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May 25, 2012
Bazaarvoice Pays $152M For PowerReviews
Social software and analytics company Bazaarvoice Inc. will expand its client base by picking up PowerReviews Inc., which pioneered a review-centric social platform for small- and mid-sized businesses, in a $152 million handoff from venture capital firm Menlo Ventures, Bazaarvoice said Friday.
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May 25, 2012
Shell Keeps $2B Offer Open In Bidding War For Cove Energy
Royal Dutch Shell PLC on Thursday extended its $1.8 billion offer for Cove Energy PLC, giving itself room to evaluate its options after the East Africa-focused company earlier this week instead accepted a rival bid from Thailand's PTT Exploration & Production PCL.
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May 25, 2012
DS Smith's $2.1B SCA Packaging Buy OK'd After Concessions
The European Union's competition authority on Friday approved DS Smith PLC's proposed €1.7 billion ($2.1 billion) purchase of Svenska Cellulosa Aktiebolaget's packaging unit after the companies offered concessions to ease antitrust worries over the deal.
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May 25, 2012
Weil Reps Lehman On $1.6B Archstone Stake Buy
Bankrupt New York investment banking giant Lehman Bros. Holdings Inc. has acquired the remaining 26.5 percent stake in Colorado-based residential real estate investment trust Archstone from Barclays PLC and Bank of America Corp. for $1.6 billion, Lehman said Friday.
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May 25, 2012
Sycamore Partners Shelves $215M Talbots Purchase Offer
Private equity firm Sycamore Partners has tabled its $215 million buyout bid for Talbots Inc. after the struggling retailer opened its books in January to its biggest shareholder and this month twice extended an exclusivity agreement, the company said Friday.
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May 25, 2012
Dental Center Manager Gets Green Light For Sale To Lenders
A Tennessee bankruptcy judge on Thursday approved a credit bid to sell dental center manager Church Street Health Management LLC to a group of its lenders for $25 million plus their debt, just a few months after fallout from Medicaid fraud claims pushed the company into bankruptcy.
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May 25, 2012
Takeda Puts Up $247M For Brazilian Drugmaker Multilab
Japan-based global pharmaceutical and research company Takeda Pharmaceutical Co. Ltd. has agreed to acquire Brazilian drugmaker Multilab Industria e Comercio de Produtos Farmaceuticos Ltda. for roughly $247 million, Takeda said Friday.
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May 24, 2012
Mergers Can Start Noncompete Clocks, Ohio Court Says
The Ohio Supreme Court on Thursday ruled that a merger sets a noncompete agreement in motion when the deal makes no provision for its continuation after a merger, refusing to let an insurance services provider enforce its predecessors' contracts with employees.
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May 24, 2012
Judge Tosses Investor Suit Over $1.6B Blackboard Acquisition
A D.C. Superior Court judge on Wednesday dismissed a putative shareholder class action over Providence Equity Partners LLC's $1.64 billion acquisition of Blackboard Inc., ruling that the plaintiffs failed to show the companies breached their duty of loyalty in executing the deal.
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May 24, 2012
Tronox Atty Grills Kerr-McGee Adviser On Spinoff Plans
The financial adviser who drew a cartoon portraying Kerr-McGee Corp.'s pigment business as a flower being choked by a weed, representing the company's legacy environmental liabilities, took the stand Thursday in the second week of trial in Tronox Inc.'s $25 billion suit.
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May 24, 2012
$4B Takeover Bid Casts Shadow On Cloud Co.'s Success: Suit
An Ariba Inc. shareholder launched a putative class action Thursday in Delaware court aimed at stopping the announced takeover of the cloud computing company by SAP AG, whose $4.3 billion bid the investor claims greatly undervalues a hot company in a hot industry.
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May 24, 2012
Evergreen Trustee Says Ex-Director Doomed Company
The Chapter 7 trustee of bankrupt Evergreen Energy Inc. slapped a former director of the company with a lawsuit Wednesday, alleging the director's conflict of interest obstructed the energy company from securing crucial financing and led directly to the firm's demise.
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May 24, 2012
DLA Piper Plucks Latham Tech M&A Ace For Silicon Valley
DLA Piper's corporate and finance practice has made its 16th lateral hire of the year with a pickup from Latham & Watkins LLP that gives DLA Piper a technology- and life sciences-focused transactional partner with experience in venture capital and private equity, the firm said Thursday.
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May 24, 2012
Shareholder Says $890M Lane Bryant Sale A Lousy Fit
The parent company of plus-size retailer Lane Bryant was hit with a putative class action in Pennsylvania federal court Wednesday by an investor seeking to derail the proposed $890 million sale of the fashion outfit to the owner of the popular Dress Barn brand.
Expert Analysis
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The Importance Of Hall V. United States
The recent U.S. Supreme Court decision in Hall v. United States may have far-reaching implications not only on the structure and timing of Chapter 12 reorganizations, but in other areas in which the Bankruptcy Code and Internal Revenue Code overlap, such as distressed merger and acquisition transactions and the tax treatment of debt restructuring, says Ferve Ozturk of Baker & Hostetler LLP.
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Facebook’s Instagram Deal: Why Is The FTC Involved?
Facebook Inc.'s $1 billion Instagram deal is between a social networking firm with 900 million subscribers and a firm that provides a photo-sharing application for mobile phones with some 30 million users — not exactly head-to-head competitors. But there are some possible anti-competitive scenarios that the Federal Trade Commission might consider, say managing directors of consulting firm ARPC.
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Why Draft A Standstill Provision When 'Between' is Enough?
Although Martin Marietta has stated that it will appeal the decision to the Delaware Supreme Court, the Chancery Court’s opinion Martin Marietta Materials Inc. v. Vulcan Materials Company provides a clear roadmap for lawyers that will result in an implied standstill even though a confidentiality agreement does not have an express standstill, say David Robbins and Janice Liu of Bingham McCutchen LLP.
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Beware Obstruction Of Justice In Merger Investigations
The actions by the U.S. Department of Justice in USA v. Pyo may mark the first time criminal charges have been brought against defendants for altering documents submitted with a Hart-Scott-Rodino filing and during a merger investigation. The charges serve as a stark reminder that HSR filings and subsequent Federal Trade Commission and DOJ review and analysis of a proposed transaction constitute an "official proceeding" for purposes of the criminal obstruction statutes, say attorneys with Jones Day.
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Best Practices For Corporate Social Responsibility
As with many industries, the legal services industry has adapted to the demand for sustainability practices. An effective Corporate Social Responsibility program will manifest itself in all strategic planning, from best firm employee practices and environmental sustainability to providing legal services, recruiting and retention of employees, business development, marketing and philanthropy, says Howard Dakoff of Levenfeld Pearlstein LLC.
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Buyers Beware: Avoidance Risk Travels With Debt Purchases
The KB Toys and Enron decisions by the Delaware bankruptcy court demonstrate the need for careful diligence of claims and loans as well as carefully drafted indemnifications in the event of a disallowance or other claim impairment, say Paul Haskel and Keith Sambur of Richards Kibbe & Orbe LLP.
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Sellers Prepare: Health Care Due Diligence
Health care transactions present unique due diligence challenges. The seller that sets up an organized, indexed due diligence data room — preferably electronic — will be more attractive to potential buyers, say Deborah Daccord and Pamela Kramer of Mintz Levin Cohn Ferris Glovsky and Popeo PC.
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The UMG-EMI Merger And The Substitutability Of Sound
Given the heightened scrutiny placed on digital sampling after the Bridgeport decision, musicians face increased pressure to get a license to sample a sound recording. It is possible that Universal Music Group's intended purchase of EMI's recorded-music business would lead to higher prices, lower output, and a loss of original and innovative music, says Daniel Vitelli of Constantine Cannon LLP.
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Altering 4(C) Documents May Land You In Jail
The Hyosung Corporation investigation is an important reminder of the significance of pre-existing documents in Hart-Scott-Rodino merger review, and sends a strong signal to the business community that the U.S. antitrust agencies view unobstructed access to responsive party documents as a lynchpin of the integrity of the merger review process, says Hartmut Schneider of WilmerHale LLP.
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State Of The Tax Equity Market: Part 3
Parts 1 and 2 of this series followed the discussion of a group of veteran tax equity investors — including managing directors at Bank of America, JPMorgan Capital Corp., Citigroup, Credit Suisse and consultancy CP Energy — regarding wind energy project financing in the tax equity market. Moderated by Keith Martin of Chadbourne & Parke LLP, the final article in this series covers life after 1603, new issues in deals and lessons learned.