Mergers & Acquisitions

  • July 29, 2016

    Xerox Brass Ditches Shareholder Suit Over Unit's Accounting

    A New York federal court on Friday tossed a derivative suit claiming Xerox Corp. executives should have detected irregularities in Affiliated Computer Services Inc.'s financials before Xerox bought the company, saying Xerox had faithfully probed the claims before refusing to sue its officers.

  • July 29, 2016

    Bankrupt Quirky Ducks Most Of $1M IRS Payroll Tax Claim

    A New York bankruptcy judge allowed defunct invention incubator Quirky Inc. to sidestep an Internal Revenue Service claim for more than $900,000 in unpaid payroll taxes and other charges Friday.

  • July 27, 2016

    Stockholders On Hook For Farming Biz's Tax Bill Post-Trial

    The U.S. Tax Court on Tuesday found former stockholders in a grain equipment company liable for hundreds of thousands of dollars in tax bills it owed following a trial over a complex asset transfer that left the IRS empty-handed.

  • July 22, 2016

    Attorneys' Fees Nixed In $14B Keurig Acquisition Suit

    A Delaware Chancery judge denied an award of attorneys' fees Friday to the legal team representing shareholders that challenged the $14 billion acquisition of Keurig Green Mountain Inc., saying that the deal disclosures attained by the lawyers weren’t beneficial to the shareholders.

  • July 22, 2016

    Australia Won't Oppose $6.7B Freight Takeover

    The Australian competition authority said on Thursday it would not oppose a proposed AU$9.03 billion ($6.72 billion) tie-up between freight logistics company Asciano Ltd. and a group that includes private equity and pension funds led by Brookfield Infrastructure Partners LP and logistics company Qube Holdings Ltd.

  • July 22, 2016

    Ex-Fox Rothschild Atty Gets 6 Months For Insider Trading

    A former Fox Rothschild LLP attorney was slapped with a six-month prison sentence on Friday following his conviction on charges that he used insider information to trade ahead of a $760 million insurance industry merger his firm was helping to handle.

  • July 21, 2016

    Boston Scientific Reaches $275M Settlement With IRS

    Boston Scientific Corp. has agreed to pay $275 million to the Internal Revenue Service to resolve transfer pricing issues in a $3.5 billion dispute before the U.S. Tax Court, according to a filing with the U.S. Securities and Exchange Commission on Wednesday.

  • July 19, 2016

    Shareholder Agrees To End Suit Over Tumi-Samsonite Deal

    Premium luggage brand Tumi Holdings Inc. escaped a suit over its $1.8 billion tie-up with Samsonite International SA on Tuesday, after a shareholder asked a New Jersey federal judge to drop his claims that the company withheld material information from investors.

  • July 19, 2016

    $30.4M Deal Hearing Set In Tibco-Vista Merger Price FIght

    Once teetering on the edge of dismissal, a proposed shareholder class action targeting a $100 million pricing dispute in the $4.2 billion merger of Tibco Software Inc. and Vista Equity Partners will go to a settlement hearing in Delaware Chancery Court on Sept. 7, with $30.4 million on the line, the shareholders said Monday.

  • July 18, 2016

    $14M Interest Piled Onto Telecom Transferee's $21M Tax Bill

    A U.S. Tax Court judge put the transferee of a cellphone company’s assets on the hook Monday for $13.9 million more in interest on an over $21 million tax liability, rejecting his state-law immunity arguments because he took in more than he owes.

  • July 15, 2016

    Sports Authority Gets Ch. 11 Approval For IP, Lease Sales

    Sporting goods retailer Sports Authority received court approval on Friday for a series of sales that will divest the bankrupt company of its intellectual property and dozens of property leases as it moves into the wind-down phase of its debt restructuring.

  • July 14, 2016

    9th Circ. Won't Rehear Seafood Co.'s Antitrust Arbitration Bid

    The Ninth Circuit on Thursday refused in a split decision to reconsider Pacific Seafood Group’s bid to arbitrate an antitrust fight over its purchase of processor Ocean Gold, despite Pacific Seafood’s arguments that an earlier panel misread an agreement between the companies.

  • July 14, 2016

    5th Circ. Flipped, But Won't Flop, In BP Asset Sale Case

    The Fifth Circuit on Wednesday refused to budge from a March panel opinion that held claims stemming from a $46.5 million contract dispute over a BP PLC energy asset sale must be dismissed, an opinion that replaced a previous decision after the court was asked to rehear the case.

  • July 12, 2016

    ValueAct To Pay $11M To Settle Halliburton Stock-Buy Row

    ValueAct Capital has agreed to pay a record $11 million fine to settle allegations by the U.S. Department of Justice that the activist investor bought over $2.5 billion in Halliburton and Baker Hughes stock to influence their planned $35 billion merger, the DOJ said Tuesday.

  • July 8, 2016

    Suit Over $3.6B Sprint Deal Moves Closer To Trial In Del.

    A Delaware Chancery Court judge paved the way Friday for a suit by Clearwire Corp. shareholders who object to Sprint Nextel’s $3.6 billion takeover to proceed, saying the case had issues that needed to be explored more fully at trial.

  • July 8, 2016

    Chancery Says Lone Star Underpaid $97M For Payday Lender

    A Delaware Chancery Court judge ruled on Friday that private equity fund Lone Star Fund VIII underpaid by roughly $97 million when it bought payday lender DFC Global Corp. for $1.3 billion in June 2014 amid a hazy regulatory climate for the industry.

  • July 8, 2016

    Deutsche Fund Investor Wins Round In Tangle Over Directors

    The U.S. Securities and Exchange Commission has told a fund controlled by Deutsche Bank that it cannot guarantee it would not take action against the Deutsche Strategic Income Trust if the megabank's KST fund omits a proposal that could see its board subjected to annual shareholder elections, according to a letter made public Thursday.

  • July 6, 2016

    FTC Drops W.Va. Hospital Merger Challenge

    The Federal Trade Commission dropped its challenge to a proposed West Virginia hospital merger after the state passed a law exempting hospitals from antitrust scrutiny but said Wednesday it wouldn’t necessarily do so in all cases where states step in.

  • July 6, 2016

    8th Circ. Says X-Ray Techs' Noncompetes Can Be Transferred

    Noncompete agreements signed by a pair of medical imaging workers could be transferred when their employer’s assets were bought by Mobilex USA, which could attempt to enforce those agreements, the Eighth Circuit ruled Wednesday.

  • June 30, 2016

    Affymetrix Investor Settles Suit Over $1.3B Thermo Fisher Sale

    An Affymetrix shareholder will settle proposed class claims alleging the biotech’s $1.3 billion buyout by Thermo Fisher resulted from a curtailed sales process due to a conflict of interest with its financial adviser, Morgan Stanley, according to a letter in California federal court.

Expert Analysis

  • Promises, Promises: Privacy Questions M&A Buyers Must Ask

    Lisa J. Hedrick

    In addition to asking questions about how targets collect and manage data, buyers in M&A should also be asking questions about the portability of data and their ability to use that data following an acquisition in light of promises targets have made, say Lisa Hedrick and Angela Matney of Hirschler Fleischer PC.

  • Prevent Litigation From Becoming A Threat To Data Security

    Dante Stella

    Recent headline-grabbing data security incidents have shed light both on direct and collateral impacts to companies and their employees. Attorneys should take steps to ensure that their role in the conduct of litigation does not in itself lead to similarly damaging disclosures of sensitive information, say Dante Stella and Sherrie Farrell of Dykema Gossett PLLC.

  • Cos. Face Greater Fraudulent Transfer Risks Post-Lyondell

    Mark Maloney

    A New York federal court's decision this week in the case of Lyondell Chemical Co. is a stark reminder of how principles of agency law can result in the imputation of a single officer’s or director’s fraudulent intent on an entire company for purposes of actual fraudulent transfer claims, say attorneys with King & Spalding LLP.

  • Clayton Act Takeaways From Tullett Prebon-ICAP Deal

    Michael B. Bernstein

    The U.S. Department of Justice's recent settlement with ICAP and Tullett Prebon — restructuring their proposed $1.5 billion transaction — serves as an important reminder that Clayton Act Section 8 is not only a compliance issue, but also an important consideration in mergers and acquisitions and other areas that may affect the composition of a board of directors, say Michael Bernstein and Francesca Pisano of Arnold & Porter LLP.

  • Reps & Warranties Insurance From A Compliance Perspective

    Kim Nemirow

    The decision of whether and how aggressively to pursue representations and warranties insurance for compliance risks — such as corruption, money laundering and sanctions issues — is not easy. Sharing diligence findings with potential insurers can prove tricky in the compliance context, as portions of this diligence are often conducted pursuant to legal privilege, say attorneys with Ropes & Gray LLP.

  • OPINION: Our Juries Are Being Circumvented

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    The Freddie Gray case and the U.S. Supreme Court ruling regarding former Virginia Governor Robert McDonnell demonstrate how the government replaces juries, eliminating an important community decision maker and a check on governmental power, says Professor Suja Thomas of the University of Illinois College of Law.

  • Active Vs. Passive Investing: The Struggle Of 2 Agencies

    Ethan A. Klingsberg

    Recent efforts by the U.S. Department of Justice and the U.S. Securities and Exchange Commission to determine where to draw the line between active and passive investing will have an immediate impact on hedge fund activism. The results of the two agencies’ efforts — in pursuit of different policy objectives — will become increasingly tricky and significant, say attorneys with Cleary Gottlieb Steen & Hamilton LLP.

  • Legal Aid, Meet Legal Tech

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    Because there will never be enough free lawyers to satisfy demand from low-income Americans, we need to leverage technology to allow the legal expertise of one lawyer to reach hundreds or thousands of clients at once, say Jonathan Petts and Rohan Pavuluri, co-founders of startup nonprofit Upsolve.

  • When Minority Stockholders Take Control

    Samuel Waxman

    It is a mistake to assume that a stockholder that does not own 51 percent of a company’s equity is free from the constraints that apply to controlling stockholders. Recent Delaware cases provide key insight into when minority stockholders can be deemed controlling stockholders, and the level of judicial review that applies to agreements with affiliates of the controlling stockholders, say attorneys with Paul Hastings LLP.

  • Merger Price Vs. Discounted Cash Flow: A Study Of Dell

    Boris J. Steffen

    Rejecting the contention by Dell Inc. that the final merger consideration was the best evidence of its fair value, the Delaware Chancery Court recently concluded that the fair value of Dell's common stock at the time it was taken private was approximately 28 percent higher than the final merger price. RSM US LLP's Boris Steffen, who frequently serves as a testifying expert in M&A litigation, dissects the court's analysis and highli... (continued)