Mergers & Acquisitions

  • January 27, 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 like Skadden, Fenwick & West and others. Here, Law360 takes a look at the ones you might have missed.

  • January 27, 2015

    Deals Rumor Mill: Informatica, HSBC, TE Connectivity

    Informatica Corp., which has a market value of about $4.5 billion, is looking for buyers and has begun talks with at least two potential suitors, while HSBC Holdings PLC has agreed to lend Hutchison Whampoa Ltd. $9 billion to help fund its $15 billion acquisition of Telefonica SA's U.K. unit O2.

  • January 27, 2015

    Blackstone Sells Fund Manager Valad Europe In $165M Deal

    A real estate fund managed by The Blackstone Group LP is selling its stake in property fund manager Valad Europe to Brisbane, Australia-based Cromwell Property Group in a deal worth €145 million ($165 million) to be funded by a convertible bond issue, the companies announced Tuesday.

  • January 27, 2015

    McDermott Snags Health IT Pro From Mintz Levin

    McDermott Will & Emery LLP said Tuesday that a former Mintz Levin Cohn Ferris Glovsky & Popeo PC attorney who recently consulted on Massachusetts’ negotiations with its health insurance exchange IT vendor has joined the firm as a partner, adding health information technology expertise to McDermott's Boston office.

  • January 27, 2015

    Oi Bondholders OK Altice's €7.4B Buy Of Portuguese Assets

    Brazilian telecommunications company Oi SA's bondholders on Monday approved the sale of Oi's Portuguese assets to Altice SA in a €7.4 billion ($9.24 billion) deal, laying out certain conditions to make sure that Oi's debt gets paid off.

  • January 27, 2015

    Ex-Bingham Tax Group Leader Jumps To Willkie

    The former co-head of Bingham McCutchen LLP’s New York office and tax group has joined Willkie Farr & Gallagher LLP where he will continue to advise on the tax consequences of mergers and acquisitions and other business deals, the firm said last week.

  • January 27, 2015

    Mass. AG Will Fight Partners Merger If Settlement Nixed

    Massachusetts' new attorney general told a state court Monday that she shared its concerns about a proposed settlement that would allow Partners HealthCare System to acquire two rivals and vowed to fight the merger if the court nixes the deal.

  • January 27, 2015

    HP Investors Push For Cert. In Suit Over $11B Autonomy Buy

    A group of investors suing Hewlett-Packard Co. over the fallout from the company's $11 billion acquisition of Autonomy Corp. urged a California federal judge on Monday to certify their class and reject HP’s argument that they profited from the buyout.

  • January 27, 2015

    Latham, DLA Piper Lead M&A Advisers At End Of 2014

    In a year that saw a record number of M&A deals, Latham & Watkins LLP and DLA Piper came out on top in terms of the value and number of deals advised on in the second half of 2014, respectively, according to industry tracker Mergermarket's global activity report Tuesday.

  • January 27, 2015

    Wind Project Investment Passes $30B In 2014, Report Says

    Total investment in wind energy has reached $31.7 billion in 2014 and mergers and acquisitions in the space were strong despite a slowdown in venture capital funding, Mercom Capital Group said in a report released on Tuesday.

  • January 27, 2015

    FTC OKs $9.2B Supermarket Merger With Sale Of 168 Stores

    The Federal Trade Commission approved Tuesday the blockbuster $9.2 billion merger of supermarket chains Albertsons LLC and Safeway Inc., conditioned on the companies completing an agreement to sell 168 stores to defuse concerns the consolidation would be anti-competitive.

  • January 27, 2015

    Yahoo To Spin Off Rest Of Alibaba Stake To New Company

    Yahoo Inc. said Tuesday it will spin off its remaining 15 percent stake, worth about $40 billion, in Alibaba Group Holding Ltd., potentially avoiding a proxy battle with Starboard Value LP after the tech company made $9.4 billion in the Chinese e-commerce giant’s record initial public offering last year.

  • January 27, 2015

    Italian Coffee Co. Lavazza Trims Keurig Stake To Fund Deals

    Luigi Lavazza SpA pared its holding in U.S.-based coffee company Keurig Green Mountain Inc. by about $50.3 million as the Italian coffee maker looks to raise funds for potential acquisitions, according to a regulatory filing Monday.

  • January 27, 2015

    3rd Time A Charm As Ropes Steers Bain’s TI Automotive Buy

    Ropes & Gray LLP led Bain Capital LLC on Tuesday to a hard-fought victory in a bid to acquire the nearly century-old TI Automotive from a group of hedge funds after a more-than three-year effort and two previous attempts.

  • January 27, 2015

    Kirkland Grabs Its First LA Tax Lawyer From Skadden

    Kirkland & Ellis LLP has boosted its West Coast transactional practice with the addition of its first tax lawyer in Los Angeles, a lateral partner who has significant experience in real estate investment trust matters, according to a firm announcement Monday and information from Kirkland’s website.

  • January 27, 2015

    Aer Lingus Backs €1.36B Bid From British Airways Owner

    Irish airline Aer Lingus said Tuesday that its board would be willing to approve a sweetened takeover offer worth €1.36 billion ($1.53 billion) from the parent of British Airways if certain conditions are met, laying a foundation for the long-sought union.

  • January 27, 2015

    Chinese Food Delivery Co. Raises $350M From Investors

    Chinese online food delivery service Ele.me on Tuesday secured $350 million from a group of investors including CITIC Private Equity, Tencent Holdings Ltd., JD.com Inc, Dianping and Sequoia Capital, in its fifth disclosed financing round, according to a statement.

  • January 27, 2015

    Under Activist Pressure, DuPont Unveils $4B Buyback

    DuPont Co., the chemicals giant under activist pressure to boost shareholder returns, said Tuesday it would repurchase as much as $4 billion in stock thanks to a dividend tied to the spinoff of its performance chemicals business.

  • January 27, 2015

    Marriott Inks $135M Deal To Buy Canadian Hotel Co.

    Marriott International Inc. said Tuesday that it will drop CA$168 million ($135 million) to snatch up Canadian hotel management company Delta Hotels and Resorts from a unit of Canadian institutional investor British Columbia Investment Management Corp., installing Marriott as one of the largest hotel operators in Canada.

  • January 27, 2015

    Court Square Gets Research Now Stake From TA-Led Group

    Dechert LLP guided long-term private equity client Court Square Capital Partners on Monday to a deal to acquire a stake in Texas-based digital data collection company Research Now Group Inc. from a consortium of existing PE-backers for an undisclosed amount.

Expert Analysis

  • Increasing Deference To Boards — But Not 'Anything Goes'

    Robert C. Schwenkel

    Over the past year, Delaware courts have continued a trend in their opinions toward increased judicial deference to the decisions of independent and disinterested directors. What has changed is the lens through which the courts view, and thus apply, the fundamental ground rules for review of a sale process, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Inversion Rules Could Apply To Inbound Structures

    Jeffrey L. Rubinger

    In the wake of a recent IRS private letter ruling, many commentators have cited the ruling for the proposition that, in an inbound situation, a foreign-to-foreign F reorganization would not trigger the Section 7874 inversion rules. This seems to be an overbroad reading of the ruling, say attorneys with Bilzin Sumberg Baena Price & Axelrod LLP.

  • 2 Del. Decisions Offer Nuanced Guidance On Revlon Duties

    William P. Mills

    Careful analysis of two separate Delaware decisions reveal guidance on how boards should undertake to satisfy their Revlon duties in the context of a change-of-control transaction, and each case makes clear that a court will be reluctant to second-guess a target board’s reasonable judgment absent a basis to question its motivations, say attorneys with Cadwalader Wickersham & Taft LLP.

  • China's Draft Foreign Investment Guidance Is Encouraging

    Woon-Wah Siu

    The draft of China's new Foreign Investment Guidance Catalogue lifts restrictions on foreign investment in dozens of service and general manufacture industries and would relax Chinese ownership requirements. Although foreign investors still would have to operate in some of these industries through Sino-foreign joint ventures, control by the Chinese partners would no longer be required, say Woon-Wah Siu and Liang Tao of Pillsbury Wi... (continued)

  • A Data Security Checklist For Companies Hiring Law Firms

    Jenn Topper

    We trust our law firms with huge amounts of data, whether in or out of discovery, investigations or litigation. All too often, we have relied on privilege, confidentiality and attorney ethics as a proxy for data protection and information security. But in fact, law firms ought to be held to a much more stringent standard — and in-house counsel would be wise to begin with a number of specific inquiries, says legal industry consultan... (continued)

  • Medtronic Deal Highlights FTC Focus On Future Competition

    Dionne Lomax

    As evident in a recent divesture settlement over Medtronic Inc.’s $42.9 billion acquisition of Covidien PLC, the Federal Trade Commission continues to reach forward and predict the future of competition in health care and life sciences transactions. Its ability to do so is facilitated, in part, by the U.S. Food and Drug Administration regulatory process, say Dionne Lomax and Timothy Slattery of Mintz Levin Cohn Ferris Glovsky and Popeo PC.

  • Entire Fairness Or Business Judgment? It’s Anyone’s Guess

    Maurice Pesso

    The determination of who is a “controlling shareholder” is significant because in most merger challenges, a finding of “control” means the defendants will not be entitled to the protection of the business judgment rule, and will instead be subject to the more plaintiff-friendly “entire fairness standard.” However, there is uncertainty regarding what constitutes a “controlling shareholder,” as highlighted in recent back-to-back Dela... (continued)

  • Health Care Mergers In 2014: The Enforcers Strike Back

    David Balto

    Last year was a tumultuous time for health care provider mergers and acquisitions. And while there is no anticipated decrease in similar scrutiny from state and federal enforcers in 2015, this year will bring the resolution of two controversial cases — St. Luke’s and Partners, says David Balto, former policy director of the Federal Trade Commission's Bureau of Competition.

  • Practice Points For New Single-Bidder Sale Paradigm

    Philip Richter

    While some have interpreted the Delaware Supreme Court as now having provided a blanket endorsement of the concept of a single-bidder passive-shopping-only strategy without regard to the particular contextual facts, a board deciding to engage in such a sale process will still have to establish that it had a reasonable basis for structuring the process as it did, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Payer-Provider Consolidation Comes With New Risks

    Katherine Funk

    As health care providers and payers consolidate and take advantage of new opportunities brought about by the Affordable Care Act and health care reform, both payers and providers face new health care fraud and abuse and antitrust risks that are different from the ones they previously confronted, say Troy Barsky and Katherine Funk of Crowell & Moring LLP.