Antitrust authorities at the U.S. Department of Justice have cleared the way for Microsoft Corp. to complete its €5.44 billion ($7.3 billion) acquisition of Nokia Corp.'s smartphone operations, Microsoft announced Monday.
A New York state judge said Monday he will not reconsider his decision to dismiss derivative claims from a lawsuit over a former Troutman Sanders LLP attorney's alleged scheme to structure a nursing home network acquisition to divert its rental income, saying he had not overlooked anything.
Business technology company NCR Corp. continued the transformation of its financial services branch Monday, announcing not only plans to pick up online and mobile banking solutions company Digital Insight Corp. for $1.65 billion but also the closing of its $84 million acquisition of fraud prevention software provider Alaric Systems Ltd.
HeartWare International Inc. has purchased New Jersey-based CircuLite Inc. and its Synergy circulatory support system, which helps treat patients with early-stage heart failure, in a deal that could end up being worth $350 million, the companies said Sunday.
In the wake of Dell Inc.'s controversial decision to go private, the computer maker is fighting back against shareholders' accusations that the transaction undervalued the company in an attempt to skimp on investor payouts.
Aerospace and defense contractor AAR Corp. on Monday said its subsidiary Telair International GmbH has inked a deal to buy the cargo loading system assets of German aircraft component maker PFW Aerospace GmbH.
A group of beer drinkers asked a California federal court to revive their antitrust suit against Anheuser-Busch InBev’s $20.1 million acquisition of Group Modelo, arguing Sunday that AB InBev misled the court about future price increases and that plaintiffs are entitled to new discovery.
ArcelorMittal SA and Nippon Steel & Sumitomo Metal Corporation have agreed to pay $1.55 billion in a 50/50 joint venture to purchase a ThyssenKrupp AG subsidiary that operates a steel processing plant in the United States, the companies said Friday.
TransDigm Group Inc., a supplier of components for military and commercial aircraft, has agreed to buy parachute maker Airborne Systems Inc. from Metalmark Capital for $250 million, the buyer said Monday.
Dow Chemical Co. unveiled a plan Monday to separate itself from or sell about $5 billion worth of assets within the next two years as part of the company's shift toward prioritizing its resources in order to most benefit Dow Chemical and its shareholders.
Specialty chemical company Rockwood Holdings Inc. and China-based Chengdu Tianqi Industry Group will pick up the operator of the world’s largest known lithium reserve, with Rockwood kicking in $196 million and Tianqi forking over $204 million, the companies said Monday.
With issues of diversity or women in the workplace, the senior lawyer has the first responsibility to create a welcoming atmosphere. I try to seize those opportunities whenever I can, says Lizanne Thomas, head of Jones Day's global corporate governance practice and partner-in-charge of the firm's Atlanta office.
Investment firm Alinda Capital Partners said Monday it has agreed to buy Polish television and radio broadcast infrastructure provider Emitel from Montagu Private Equity, in a deal reportedly worth up to €840 million ($1.1 billion).
Apax and Carlyle are dueling for an Indian outsourcing firm worth $1 billion, while a state-run private equity fund in Italy has emerged as the front-runner for a sought-after stake in iconic fashion house Versace.
OCZ Technology Group Inc. might avoid liquidation thanks to an offer from Toshiba Corp. to snap up the computer drive provider and its assets through bankruptcy proceedings, the company said Wednesday.
A Delaware Chancery judge Wednesday dismissed some of the counterclaims a KBR Inc. unit made in its dispute with ENI Holdings LLC over its $280 million purchase of Roberts & Schaefer Co. in 2010, but allowed others, including certain types of fraud claims, to survive.
In this week’s Taxation With Representation, where we’re always thankful for tax counsel, Sullivan & Cromwell works CVS' buy of one of the largest providers of infusion therapies and related nutrition services in the U.S. Also, Latham & Watkins helps South Korean and San Francisco research firms merge to better research cancer treatments.
U.S. units of mobile marketer Velti PLC and their stalking horse bidder, the credit arm of Blackstone Group LP, pushed back Wednesday against criticism of the bankruptcy case from the creditors committee, arguing the body is spinning facts to gain leverage and an uncertain piece of the sale proceeds.
McGuireWoods LLP on Wednesday announced the hiring of a former Big Four attorney with a background in taxation of energy and mergers and acquisitions, among others, to join its tax practice in Houston as a partner.
French hotel company Accor SA will split into a hotel operating business and a hotel holding company, abandoning plans to sell properties that aren't underperforming, it said Wednesday.
A California federal court's rejection of customer testimony in the U.S. Department of Justice's 2004 challenge of the Oracle Corp.-PeopleSoft Inc. merger was widely considered to be a huge blow to agency merger enforcement. But in an interesting pivot, in the recent Bazaarvoice Inc. case, the DOJ tried to use Oracle to its strategic advantage, say Brian Rafkin and Jeremy Cline of Baker & McKenzie LLP.
A merger or acquisition raises a number of legal issues specific to real property that should be considered, and in many cases, addressed in the definitive agreement. For instance, an acquiring company should consider obtaining title insurance in stock as well as asset deals, as purchasing stock in a company that owns real property is an indirect purchase of the property, says Kenneth Neale of Arnold & Porter LLP.
While reliance on outside counsel will continue, only 13 percent of companies recently surveyed indicated that increasing the use of outside counsel was of high importance in addressing increases in legal demand. The trend, more notably since the economic crisis of the late 2000s, has been on rigorous management of outside counsel costs — 95 percent of survey participants said they are taking measures to reduce outside counsel spending, says Lauren Chung of HBR Consulting LLC.
China appears to be strengthening its grip on the implementation of international merger and acquisition transactions by increasingly imposing a variety of conditions on such transactions. Meanwhile, amid concerns that China's merger review process needed improvement in transparency and efficiency, the Ministry of Commerce issued two sets of draft rules this year, says Suat Eng Seah of Weil Gotshal & Manges LLP.
Many South Florida companies conduct business throughout Latin America, typically through wholly owned foreign subsidiaries that are treated as “pass-through” entities. But with corporate tax rates in these jurisdictions approaching the highest U.S. federal income tax rates, companies should consider alternative structures, say Jeffrey Rubinger and Nadia Kruler of Bilzin Sumberg Baena Price & Axelrod LLP.
When litigation erupts between business partners, it is common for governing persons, such as the general partner of a partnership or the managing member of an LLC, to utilize the company’s bank account to fund the litigation. Requiring the business entity to fund both parties’ attorneys’ fees in such cases would not only level the playing field in terms of costs, but might also encourage the parties to approach the negotiating table, says Benjamin Riemer of Bell Nunnally & Martin LLP.
The Federal Trade Commisison and the U.S. Department of Justice recently released a revised model confidentiality waiver for merger and nonmerger civil investigations that involve concurrent review by U.S. antitrust enforcers and non-U.S. competition authorities. There are some benefits for entities who agree to the waiver, but a party under investigation should carefully consider whether to grant it, say attorneys with Norton Rose Fulbright.
While the so-called “agreements to agree” in merger and acquisition transactions are not new, several recent decisions suggest that, just as good whiskey may go down easily in the evening but pack a punch in the morning, such agreements entered into early in a transaction may result in a particularly long and painful hangover, say David Shine and Aliza Herman of Fried Frank Harris Shriver & Jacobson LLP.
As the Foreign Corrupt Practices Act resource guide recognizes, and several recent cases demonstrate, pre-acquisition anti-corruption due diligence alone will not provide protection from FCPA successor liability. Companies must have a detailed FCPA plan of action as negotiations advance, due diligence commences, and negative due diligence results are uncovered, says Sharie Brown of Troutman Sanders LLP.
Now that the U.S. Securities and Exchange Commission has lifted an 80-year-old ban on general solicitation and advertising of private securities offerings, are we going to witness the proliferation of "matchmaking" websites designed to introduce companies seeking capital to Mr./Ms. Moneybags? asks Eliza Sporn Fromberg of Day Pitney LLP.