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Mergers & Acquisitions
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March 22, 2013
Regulators Push Banks On Leveraged Loan Underwriting
With banks increasingly dipping into the leveraged loan markets, federal regulators on Thursday told them to increase their underwriting standards on the financial transactions used in corporate mergers and private equity buyouts as part of new guidance for managing the potential risks lurking in those financial instruments.
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March 19, 2013
Lawmakers Grill AA, US Airways On $11B Merger Plan
Sen. Amy Klobuchar, D-Minn., took a hard line Tuesday on airline industry consolidation, telling the CEOs of American Airlines Inc. and US Airways Group Inc. that consumers "have a right to be skeptical" about the legacy carriers' $11 billion merger plan.
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March 18, 2013
Eckert Seamans Merges With NJ Firm Sterns & Weinroth
Eckert Seamans Cherin & Mellott LLC and New Jersey firm Sterns & Weinroth PC announced Monday that they will merge April 1, with Sterns & Weinroth’s team of 24 attorneys specializing in commercial litigation, real estate and government affairs being absorbed under the Eckert Seamans flag.
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March 18, 2013
Russian Lawmakers Advance Merger Control Reform
Russian lawmakers have backed a plan to eliminate a requirement that companies involved in small- and medium-sized transactions file their deals for antitrust approval after closing, a move that may free up the country's competition watchdog to dedicate more time to more complex deals.
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March 15, 2013
Canada Unveils Rules To Strengthen Poison Pills
Canadian regulators published a pair of rule proposals Friday designed to strengthen the ability of companies to use a so-called poison pill to block hostile takeover attempts, a change for a country with traditionally weak protections against takeovers.
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March 8, 2013
Law360 Names Top Attorneys Under 40
We're pleased to announce Law360's Rising Stars for 2013, our list of the 111 attorneys under 40 whose legal accomplishments belie their age.
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March 5, 2013
Senate Bill Would Boost Dodd-Frank Cost-Benefit Analyses
A top Senate Republican on Tuesday unveiled two bills aimed at "streamlining" the implementation of the Dodd-Frank Act, including legislation that would stiffen cost-benefit analysis requirements for financial regulators and create a panel of the agencies' chief economists to review rules.
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February 26, 2013
AA, US Air Say $11B Merger Would Help Competition
Executives from American Airlines Inc. and US Airways Group Inc. told lawmakers Tuesday that their $11 billion merger would help them compete in the increasingly consolidated industry, but Democratic legislators and antitrust experts worried that the deal would boost prices and squelch competition.
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February 26, 2013
Highmark, UPMC Contract Stiffs West Penn, Pa. Officials Say
Pennsylvania state officials questioned Highmark Inc. on Friday over its seemingly conflicting plans to buy the financially troubled West Penn Allegheny Health System for $1.6 billion while simultaneously pursuing a long-term insurance contract with West Penn's main rival, University of Pittsburgh Medical Center.
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February 25, 2013
Chinese-Owned Co. Can't Nix Obama Bar To Wind Farm Deal
A Washington federal judge on Friday refused to rule on whether the Obama administration was right to put the kibosh on Ralls Corp.'s plans to buy four Oregon wind farm projects but allowed the Chinese-owned company to proceed with its Fifth Amendment due process claims to obtain answers.
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February 25, 2013
US Slams States' Dodd-Frank Challenge
The U.S. government asked a Washington federal judge Friday to toss a suit brought by 11 states challenging the constitutionality of multiple provisions of the Dodd-Frank Act, arguing the plaintiffs lack standing and are suing over “conjectural” injuries.
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February 19, 2013
Northwestern Prof. Named Top DOJ Antitrust Economist
The U.S. Department of Justice said Tuesday it had tapped Northwestern University economics professor Aviv Nevo to head the economic analysis unit at the agency's Antitrust Division.
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February 15, 2013
GCs Name 43 Best-Of-The-Best Attys
In-house counsel from Fortune 1000 companies and other multibillion-dollar operations listed the top 43 attorneys whose practices are built on extraordinary client service, pointing to their reliability, attention to detail and willingness to go above and beyond expectations.
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February 15, 2013
GCs Name Cream Of The Crop Litigators
Corporate counsel singled out nearly 100 litigators as the most client service-driven in their field thanks to their innate ability to deliver solid outcomes, effectively communicate litigation strategy and prioritize their clients' business interests.
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February 14, 2013
Final Volcker Rule Will Be Simplified, Lawmakers Hear
A top Federal Reserve official said that controversial proposals required by the Dodd-Frank Act governing bank capital and proprietary trading were likely to look significantly different in their final form, at a Senate Banking Committee hearing that also saw a star turn by one of the committee's newest members.
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February 13, 2013
Treasury Nominee Lew Says Dodd-Frank Would Be Priority
Jacob J. Lew, President Barack Obama's nominee to be the next Treasury secretary, on Wednesday said that he was committed to implementing the Dodd-Frank Act and taking other actions to safeguard the financial system at a Senate confirmation hearing dominated by discussion of tax reform.
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February 8, 2013
No Space For Partner Egos In Law Firm Of The Future
To prepare for the next generation, firms will opt for flexible floor plans and social space, while shrinking private offices and rental costs. In the first installment of Law360's series on the law firm of the future, we look at the 21st century legal office.
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February 7, 2013
NJ Legislature Passes Bills To Loosen Corporate Regs
The New Jersey Legislature on Thursday passed a trio of bills that would make it easier for corporations to do business in the state by relaxing laws regarding hostile takeovers, shareholder participation and derivative lawsuits.
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February 4, 2013
FTC Eyes Rule On Merger Notification, But Wright Skeptical
The Federal Trade Commission on Friday proposed formalizing its process for handling withdrawals of merger notifications in order to conserve resources, despite concerns by newly confirmed Republican Commissioner Joshua Wright that part of the plan might be "a solution in search of a problem."
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January 23, 2013
Half Of Dodd-Frank Rules Remain Unfinished, GAO Finds
Thirty months after passage of the Dodd-Frank Act, regulators have finalized fewer than half of the reform package's required rules, feeding uncertainty for the housing market, derivatives traders and other financial sector interests, the U.S. Government Accountability Office reported Wednesday.
Expert Analysis
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Del. Draws Line In The Sands Of Discovery
In resolving Morgans Hotel Group Co. Kalisman v. Friedman, the Delaware Court of Chancery carefully drew the line to allow discovery of communications between counsel and a special committee that the plaintiff-director was a member of, but shielded communications between counsel and a subcommittee on which the plaintiff-director did not serve, says Herbert Kozlov of Reed Smith LLP.
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The Patent Box — Unlocking The Potential In UK R&D
The recent introduction of the U.K.'s “patent box” — an initiative to drive down corporation tax for innovative and high-tech companies in the U.K. — should be of interest to companies and multinationals with, or considering acquiring, significant U.K. research and development and other technology-focused development operations, say Arun Birla and Ross McNaughton of Paul Hastings LLP.
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Spotlight On Brazil: Courting International Investors
Alongside legal reform and a consolidation of institutions, self-regulatory initiatives have promoted a real improvement in corporate governance practices in Brazil. Such factors have also led to the creation of a more diffuse control of capital in Brazilian companies and the increased participation of active minority investors demanding professional, independent and transparent management bodies, says Silvia Fazio of Chadbourne & Parke LLP.
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FTC's Opinion On Norman PHO — Significant But Unclear
The U.S. Federal Trade Commission and the U.S. Department of Justice continue to enforce the antitrust laws in the health care field as illustrated by a recent FTC advisory opinion on a Norman, Okla., physician hospital organization. This opinion is significant as it approves a multiprovider network not involving an accountable care organization but also leaves a number of questions unanswered, say attorneys with Thompson Hine LLP.
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The Harry Potter Of Insurance: M&A Reps And Warranties
No less than two years ago, mergers and acquisitions reps and warranties insurance was hardly ever used to close deals — like Harry Potter, it was the poor stepchild often left in the closet. But today, it has become an important tool to close deals that may not otherwise get done and win bids in this challenging environment, say attorneys with Weil Gotshal & Manges LLP.
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Federal Standard For Successor Liability Applies To FLSA
The Seventh Circuit ruling in Teed v. Thomas & Betts Power Solutions LLC serves as a reminder and warning to buyers who are pursuing distressed acquisition strategies for a company or its assets, that through the doctrine of successor liability, they may still be held responsible for the federal labor law claims against the seller, even if they affirmatively disclaim all liabilities in the documentation of sale, say attorneys with Haynes and Boone LLP.
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Limiting Collection Of Withdrawal Liability Against PE Funds
If adopted by other courts, the district of Massachusetts decision in Sun Capital Partners III LP v. New England Teamsters and Trucking Industry Pension Fund could significantly limit a multiemployer pension fund’s ability to assess and collect withdrawal liability against companies that are owned and operated by private equity funds, say Neal Schelberg and Anthony Cacace of Proskauer Rose LLP.
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DGCL Amendments Could Increase Negotiated Tender Offers
If adopted, recently proposed amendments to the Delaware General Corporation Law should have a meaningful impact on, and lead to the increased use of, two-step public company acquisition structures, says Clifford Neimeth of Greenberg Traurig LLP.
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What Do Staub And Sharef Really Tell Us?
While SEC v. Straub and SEC v. Sharef have provoked considerable commentary, they provide little, if any, insight for corporations in how to handle areas in which FCPA jurisdiction plays a key role, such as foreign acquisitions, joint ventures and successor liability. Moreover, the holdings appear to be closely wedded to the specific facts, rather than an illuminating new principle, say Robb Adkins and Krista Enns of Winston & Strawn LLP.
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Ancillary Transaction Provisions Need Antitrust Review
The remarkable remedies in the Federal Trade Commission’s proposed consent order in its most recent merger case suggest caution regarding the use of commonplace, ancillary transaction provisions — even in transactions that are not reportable to the federal antitrust agencies, say Bruce Sokler and Farrah Short of Mintz Levin Cohn Ferris Glovsky and Popeo PC.