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Mergers & Acquisitions
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May 9, 2013
Harbinger Can't Shake 'Nil' Valuation Of Fallen Bank Stake
A U.K. appeals court rejected embattled hedge fund Harbinger Capital Partners LLC's challenge of an assessment that its shares in fallen British lender Northern Rock PLC are worth nothing, the same day the company struck a deal with U.S. regulators that included an industry ban.
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May 9, 2013
Synagro's Top Creditor Offers To Fund Longer Ch. 11 Sale
Synagro Technologies Inc.'s largest creditor on Thursday claimed the bankrupt recycling company's proposed bid procedures will force the company into a fire sale, but the private equity firm declared it is so confident a longer marketing period will maximize value that it will fund the process itself.
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May 9, 2013
Quinn Predicts Damages In Clearwire-Sprint Trial
Quinn Emanuel Urquhart & Sullivan LLP's John Quinn thinks he has a rarity: a merger lawsuit with real damages at the end of the road.
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May 9, 2013
Jones Day Joins Rush Into Hot Miami Legal Market
Jones Day on Thursday confirmed a much-discussed rumor that it was moving into Miami's hot legal market with a high-profile lateral hire from Greenberg Traurig LLP.
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May 9, 2013
Plains Shareholders Can't Block $6.9B Freeport Buy
A Delaware Chancery judge on Thursday stymied an attempt by Plains Exploration & Production Co. shareholders to hold up Freeport-McMoRan Copper & Gold Inc.'s proposed $6.9 billion buyout of the energy exploration firm, denying the investors' motion for a preliminary injunction.
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May 9, 2013
Learning Annex Asks NY Court To Revive Blank Rome Suit
Blank Rome LLP should have to face a $7.5 million lawsuit alleging it hid key documents from the Learning Annex LP during a private equity investment, the adult education company's attorney told a New York state appeals court Thursday.
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May 9, 2013
Post Stocks Cupboard With $158M PE-Backed Cereal Buy
Post Holdings Inc. will pay $158 million for some of Wind Point Partners LLC's cereal manufacturing business, continuing its push into premium, all-natural products and offering Wind Point a partial exit for a 4-year-old investment, Post said Thursday.
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May 9, 2013
Unions Tell Tribune Co. Not To Sell Newspapers To Kochs
A coalition of union groups on Tuesday urged the Tribune Co. not to sell its portfolio of newspapers to the billionaire Koch brothers, criticizing the prospective buyers' conservative and "anti-union" policies.
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May 9, 2013
UEL Values WBL At $1B In Sweetened Last-Ditch Buyout Bid
Property company United Engineers Ltd. on Thursday raised its takeover offer for conglomerate WBL Corp. Ltd. to roughly 1.25 billion Singapore dollars (US$1 billion), an increase over an already sweetened bid that it said will be its final stab at winning over the car distributor.
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May 9, 2013
Apache Preps $4B In Asset Sales, $2B Stock Buyback
Texas energy giant Apache Corp. announced plans Thursday to sell roughly $4 billion in assets by the end of 2013 and buy back up to $2 billion of its own stock from shareholders, sending the stock surging as investors responded positively to the blockbuster share buyback plan.
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May 9, 2013
Sullivan & Worcester Adds M&A Tax Pro From Greenberg
A veteran attorney who specializes in structuring the taxation aspects of mergers and acquisitions has left Greenberg Traurig LLP to join Sullivan & Worcester LLP as a partner in the firm's Boston office, Sullivan said Wednesday.
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May 9, 2013
Baker Botts Adds Trio of Partners To Offices In NY, DC
Baker Botts LLP has lured a trio of experienced partners to its Washington and New York offices, significantly boosting its transactions and securities practices and its expertise in energy matters, the firm announced this week.
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May 9, 2013
Consol Strikes $43M Deal With CNX Investors Over Buyout
Former minority shareholders of CNX Gas Corp. will receive $42.7 million to settle a class action that challenged Consol Energy Inc.'s $960 million deal to take CNX private in 2010, according to documents filed Wednesday in Delaware Chancery Court.
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May 9, 2013
WilmerHale Leads $241M Carlyle Sell-Off Of SS&C Shares
The Carlyle Group, whose funds are currently SS&C Technologies Holdings Inc.'s largest shareholder, is getting ready to sell off about $241 million worth of shares — or about half of its holdings in the financial software company, according to a Wednesday regulatory filing.
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May 9, 2013
AXA Can't Seek Punitive Damages Over $1.5B ING Sale
AXA SA can't pursue punitive damages or claims alleging ING Groep NV hid union-organizing activity at a Mexico-based insurer before ING sold it to AXA for $1.5 billion, a New York state appeals court ruled Thursday.
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May 9, 2013
Littlejohn Unloads Thriving Food Unit In Sale To THL
Private equity firm Littlejohn & Co. LLC is unloading its prepared food unit, CTI Foods Holding Co. LLC, to Thomas H. Lee Partners LP after a three-year ownership run that saw the company swell into a premier provider of foods to major restaurant chains, Littlejohn said Thursday.
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May 9, 2013
Deals Rumor Mill: Microsoft, Facebook, Billabong
Microsoft sends Barnes & Noble shares skyward by offering $1 billion for the bookseller’s stake in its Nook e-reader and digital books unit, while Facebook is closing in on a 10-figure deal of its own to swallow up an Israeli startup that would beef up its mapping capabilities.
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May 9, 2013
Ferro, Activist Investors Reach Deal In Proxy Fight
Ferro Corp. and a group of activist fund investors have settled a contentious proxy fight by agreeing to nominate two of the three board candidates sought by the fund group, the Ohio-based chemical company said Wednesday.
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May 8, 2013
REIT Two Harbors Makes Play For Mortgage Servicing Rights
Real estate investment trust Two Harbors Investment Corp. said Wednesday that it would use the acquisition of a small mortgage servicer to expand into what is quickly becoming a hot corner of the market as big banks shed their servicing portfolios.
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May 8, 2013
Viacom Asks Del. High Court To Ax $300M 'Rock Band' Award
Viacom International Inc. on Wednesday asked the Delaware Supreme Court to vacate a court-affirmed arbitration award to shareholders of the company that created "Rock Band" over their 2006 merger, contending it was prevented from presenting key evidence that would have lowered the payment by $191 million.
Expert Analysis
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Target Boards: An Ounce Of Prevention Goes A Long Way
While deal litigation is in most cases a nuisance, boards of target companies can draw lessons from recent claims and decisions and take proactive steps to reduce the likelihood of an unfavorable outcome, whether in the form of injunctive relief, costly settlement or post-closing damages claim. Happily, those steps generally don’t require wholesale substantive changes to the way a target conducts a sale process or selects its advisers, say Sarkis Jebejian and Daniel Wolf of Kirkland & Ellis LLP.
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3 Tips For Limiting Liability In The Digital Age
Every day, we see reports about new government securities cases, price-fixing cases, RICO cases and discrimination cases, not to mention those pesky private lawsuits with punitive and treble damages. Invariably, they have one thing in common: incriminating evidence found in electronic communications. Three rules that can help you and your company stay out of trouble are so simple that even a fourth-grader can follow them — though apparently not some four-star generals, say attorneys with Duane Morris LLP.
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Reinvigorated Antitrust Enforcement Has Arrived
After the 2008 U.S. presidential election, many observers expected to see an immediate spike in antitrust enforcement activity and a weakening of patent rights in an attempt to boost competition. But neither trend materialized — until 2012. Now, escalating government and private enforcement activity is trending toward higher fines, prison sentences and civil recoveries, as well as competitive limitations on patent rights and remedies, says John Gibson of Crowell & Moring LLP.
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Oil And Gas — Seeking The Hand Of Private Equity
Joint ventures are a hot trend for private equity investors seeking to enter the oil and gas sector and add significant value to their portfolios. Regardless of which path to success a joint venture between a midstream operator and an E&P takes, there are two important issues that are heavily negotiated in the initial stages: capital structure and capital projects, say Scott Murray and Kevin Crews of Weil Gotshal & Manges LLP.
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DOJ Merger Challenge Highlights Danger Of Bad Documents
The U.S. Department of Justice has filed an antitrust lawsuit challenging a June 2012 transaction combining two providers of product rating and review platforms used to collect and display consumer-generated online product feedback. The DOJ’s reliance on internal company documents should remind parties of the need for caution and restraint in what they say about a target or potential transaction. “Hot” documents can be crucial to the outcome of any antitrust matter, say attorneys with Jones Day.
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Implications Of FTC Victory In Health Centers Acquisition
Just three days after the Federal Trade Commission issued its complaint, the Reading Health System and the Surgical Institute of Reading LP abandoned their proposed acquisition. This FTC victory provides more valuable insight into how antitrust enforcement agencies are evaluating the increasing number of consolidations within the health care industry, particularly after the passage of the Affordable Care Act, say attorneys with Sheppard Mullin Richter & Hampton LLP.
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Del. Corporate Litigation: 2012 In Review
Although the M&A market slowed its pace in 2012, the Delaware courts issued a number of notable corporate law opinions that have practical implications for M&A practitioners and litigators preparing for what some anticipate will be a more active market in 2013, say attorneys with Skadden Arps Slate Meagher & Flom LLP.
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The Answer To CFIUS Authority Is Blowing In The Wind
A recent lawsuit challenging a decision by the Committee on Foreign Investment in the United States to prohibit an Oregon wind farm acquisition sheds light on two broader trends in CFIUS reviews — challenges based simply upon the physical location of the acquired business, without regard to whether the acquired business itself has any national security implications, and CFIUS’s assertion of authority to unilaterally impose any condition it sees fit upon a foreign acquisition of a U.S. business, says Paul Marquardt of Cleary Gottlieb Steen & Hamilton LLP.
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NY Vs. UK Acquisitions Agreements — What's The Big Deal?
If English and New York law are both the same in permitting rescission for a misrepresentation but not for a breach of warranty, why do New York law acquisition agreements routinely include both representations and warranties while English law acquisition agreements include solely warranties? Some commentators have noted that this English hypersensitivity to the word “representation” may be misplaced, says Claude Serfilippi of Chadbourne & Parke LLP.
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A Stark Reminder Of Merger Control Rules From EU Court
The EU General Court's recent decision in the Electrabel case sends a strong message to business that competition authorities around the world apply a zero-tolerance policy to companies that fail to identify transactions that require merger control notification and to observe mandatory waiting periods prior to completion, says Peter Citron of Hogan Lovells LLP.