Overall
Key cases
Industries
Intellectual Property
Labor & Employment
Corporate
Practice Areas
Mergers & Acquisitions
-
May 13, 2013
Tech Execs Predict Higher Deal Flow, MoFo Study Finds
Concerns about the sluggish global economic recovery depressed technology deal activity in the first quarter of 2013 but optimism over the recent rise of U.S. public equity markets could lead to an uptick in mergers and acquisition going forward, according to a Morrison & Foerster LLP study released Friday.
-
May 13, 2013
Bain Capital Adds German Auto Parts Co. To Its Dashboard
Private equity firm Bain Capital LLC has acquired German clutch and brake maker FTE automotive GmbH from PAI Partners SAS, the companies said Monday in a joint statement.
-
May 13, 2013
Alliant Drops $315M On Rifle, Shotgun Giant
Aerospace and defense contractor Alliant Techsystems Inc. said Monday that it will pay $315 million for private equity-owned Caliber Co., the parent company of one of the world's largest manufacturers of hunting rifles and shotguns.
-
May 13, 2013
Pangea Hits Cohen & Gresser With $10M Malpractice Suit
Boutique law firm Cohen & Gresser LLP was hit with a $10 million legal malpractice suit Friday in New York state court alleging it concealed a conflict of interest during its representation of Pangea Capital Management LLC in an acquisition.
-
May 13, 2013
Thermo Fisher Hid Mexico Plant's Cartel Woes, OpenGate Says
OpenGate Capital LLC sued lab equipment maker Thermo Fisher Scientific Inc. in California federal court Friday, claiming Thermo Fisher sold a lab workstations unit to the private equity firm last year without disclosing that its Mexico plant was under near-constant siege from drug cartels.
-
May 13, 2013
Carlyle Buys Minority Stake In Jordan's Nabil Foods
The Carlyle Group LP has acquired a minority equity stake in Jordan-based retail food company Al-Nabil Food Industries Co. Ltd. from its founding family for an undisclosed sum, Carlyle said Monday.
-
May 13, 2013
GDF Nets $560M From Mitsui For Brazil Hydro Plant Stake
French power company GDF Suez SA has sold a 20 percent stake in a massive hydro power plant development in Brazil for roughly 1.14 billion Brazilian Real ($560 million) to Japan's Mitsui & Co. Ltd., GDF said Monday.
-
May 13, 2013
Rio Tinto Must Pay Ore Royalties Over Decades-Old JV
An Australian high court ordered a Rio Tinto PLC unit on Friday to pay royalties to two billionaire-backed companies, finding that a 1970 joint venture agreement was still in place despite Rio Tinto losing rights to the land for several years.
-
May 13, 2013
Elan's $1B Royalty Buy Beefs Up Hostile Takeover Defense
Elan Corp. PLC said Monday that it will pay drugmaker Theravance Inc. $1 billion for the rights to future royalty payments, proving to shareholders it can pull off big deals — the key to its defense against a looming $5.7 billion hostile bid.
-
May 13, 2013
Z Capital Blocks Poison Pill In Casino Co. Power Play
Private equity firm Z Capital Partners LLC announced Monday it will be able to move ahead with plans to strengthen its hold over casino operator Affinity Gaming after a Nevada judge granted its bid to block a poison pill shareholder rights agreement.
-
May 13, 2013
Dell Committee Wants Specifics On Icahn's Rival Buyout Bid
Dell Inc.’s special committee on Monday pressed activist shareholder Carl Icahn and Southeastern Asset Management Inc. for more information on their offer challenging a $24.4 billion sale to a private equity-led group that includes the PC maker’s founder.
-
May 13, 2013
Deals Rumor Mill: Partnership Assurance, UBS, Euronext
A private equity-backed British life insurance group is plotting out an initial public offering that would value it around $1.5 billion, while higher-ups at UBS have agreed to meet with representatives from an activist investment firm urging the bank to split itself up and consider an alternative ownership structure.
-
May 13, 2013
WBL's Biggest Shareholder Clears Way For $1B Sale To UEL
The largest shareholder of Singapore-based conglomerate WBL Corp. Ltd. said Monday that it would accept an offer that values the company at about $1 billion, pushing property company United Engineers Ltd.'s takeover bid a step closer to closing.
-
May 13, 2013
Elliott's Hess Nominees Say They'll Work For No Bonuses
Elliott Management Corp.’s five nominees for the board of Hess Corp. said Monday that if elected Thursday, they'll forgo a performance-based cash bonus Elliott had promised them, putting an end to one of this proxy season’s more creative tactics.
-
May 10, 2013
KKR Can't Dodge Investor Suit Over $525M Primedia Sale
Private equity firm KKR & Co. LP must face a class action alleging its $525 million sale of Primedia Inc. in 2011 was unfair to the publisher’s minority investors because it shielded KKR from a potentially valuable insider trading claim, a Delaware judge ruled on Friday.
-
May 10, 2013
6th Circ. Revives Mich. State Suit Over Axed Pension Plan
The Sixth Circuit on Friday revived a lawsuit brought by former Metaldyne Corp. employees accusing Heartland Industrial Partners LP of invalidating their pension plan to avoid paying them $13 million when it sold the company, finding the state-law suit not preempted by federal law.
-
May 10, 2013
Actavis, Warner Chilcott In Merger Talks
Actavis Inc. and Warner Chilcott PLC confirmed Friday that they are in talks about a possible merger, one that would create a trans-Atlantic generic drug maker with $20 billion in combined market value and a trove of valuable drugs.
-
May 10, 2013
Attys Reap $4M Fee In Goodrich Disclosure-Only Settlement
A New York state judge on Friday awarded $4 million in fees to a group of 14 plaintiffs firms for their work in a shareholder class action challenging the $16.5 billion sale of Goodrich Corp. in 2011, one of the larger fee awards in recent years for a disclosure-only settlement.
-
May 10, 2013
4 Tips For Evaluating An M&A Target's Legal Risks
Chevron Corp.'s long-running dispute over alleged pollution in Ecuador by Texaco Inc., which it acquired in 2001, and Bank of America Corp.'s legal woes over mortgage-backed securities sold by 2008 acquisition Countrywide Financial Corp. are high-profile examples of legal headaches companies can inherit following mergers or acquisitions. Here, M&A attorneys offer four ways a buyer can properly assess the legal liabilities of its target before moving forward with a deal.
-
May 10, 2013
HP Can’t Quite Beat Investor Claims Over Nixing WebOS
A California federal judge left intact several claims that Hewlett-Packard Co. executives misrepresented the company’s plans for the WebOS operating system after it bought Palm Inc., but did trim the bulk of the allegations from the putative shareholder class action.
Expert Analysis
-
A Cautionary Tale For Transactional Lawyers
The Eleventh Circuit ruling in St. Joseph Hospital v. Health Management Associates Inc. offers a warning for transactional lawyers to be careful how they describe a transaction in preclosing filings with government agencies, says Elizabeth Hodge of Akerman Senterfitt LLP.
-
How To Structure A HoldCo Loan In The Energy Industry
Holding company loans have been gaining traction in the energy industry as the acquisition and development of oil and gas assets continues at a historic pace. While these financings have some terms that are common to any financing, they also present a number of unique structuring issues, say Craig Kornreich and Michele Penzer of Latham & Watkins LLP.
-
Delaware Rethinks Reverse Triangular Mergers
Meso Scale Diagnostics v. Roche Diagnostics, a case of first impression in Delaware, will likely be viewed with relief by corporate practitioners because it both resolves the ambiguity created by an earlier ruling in this same case and because it sits in stark conflict with two previous federal district court opinions in California and New Jersey, say attorneys with Ropes & Gray LLP.
-
7 Reasons To Do Pro Bono Work
Research shows that helping others and cultivating social relationships makes us happier and that generous people live longer, healthier lives. These are just a few of the countless reasons to create time in our busy schedules to do pro bono and charitable work this year, says Anne Brafford of Morgan Lewis & Bockius LLP.
-
Spotlight On Private Equity Investing In Urgent Care
The growth of the urgent care industry has garnered strong buyer and investor interest, particularly from private equity funds. However, due to a lack of scalable platforms and competition from hospitals and payors for limited investment opportunities, there are some barriers to widescale investment in this sector, say attorneys with McGuireWoods LLP.
-
We Need More Diversity In Mediation
In our increasingly interconnected global marketplace, U.S. corporations could well profit from engaging alternative dispute resolution practitioners who are familiar with these diverse cultures. But problems in the development and retention of minority neutrals exist, even as the U.S. population grows more and more diverse, says Ariel Belen, a panelist with JAMS and former associate justice of the New York Supreme Court.
-
Tips For Buyers In M&A Transition Services Agreements
In deals requiring transition services, it is possible for the buyer to address some of the risk inherent in a transition services agreement through advanced planning and preparation prior to the closing of the transaction — for example addressing the scope of services, integration strategy and licensing agreements, says Corby Baumann of Thompson Hine LLP.
-
Slicing And Dicing The Delaware Carve-Out
With the 2013 proxy season started, a new trend of proxy-driven litigation promises to raise blood pressures in the boardrooms of America. Plaintiffs’ firms are seeking to fashion a new cottage industry through the “Delaware carve-out” to the securities litigation reform acts of the 1990s, and more of these proxy suits are sure to come, say Thad Davis and Abbye Atkinson of Gibson Dunn & Crutcher LLP.
-
Stillwater Runs Deep For Investment Redemptions
In one of the first decisions from a United States court involving alleged overreaching by an offshore fund — In re Stillwater Asset Backed Offshore Fund Ltd. — the Bankruptcy Court for the Southern District of New York recently denied a motion by the putative debtor, an offshore fund incorporated in the Cayman Islands, to dismiss an involuntary petition filed under U.S. bankruptcy laws. With the liquidity crisis ongoing, courts are likely to see more challenges of this sort by creditors, say attorneys with Foley & Lardner LLP.
-
Ralls Case Shows Importance Of Proactively Engaging CFIUS
The U.S. District Court for the District of Columbia recently dismissed most claims of Chinese-owned Ralls Corporation’s civil action against an executive order that prohibits Ralls’ acquisition of four wind farm project companies in Oregon. The case exemplifies the importance of notifying and engaging the Committee on Foreign Investment in the United States voluntarily before closing a transaction that may raise national security concerns, says Alexandra Lopez-Casero of Nixon Peabody LLP.