Mergers & Acquisitions

  • January 22, 2015

    Canadian High Court Nixes Waste Co. Merger Challenge

    The Supreme Court of Canada on Thursday overturned a ruling ordering hazardous-waste disposal company CCS Corp. to sell off a landfill site in northeastern British Columbia as part of its buyout of a rival, saying Canada's Competition Bureau did not meet its burden to prove the merger had anti-competitive effects.

  • January 16, 2015

    SEC Changes Course On Whole Foods Shareholder Proposal

    The U.S. Securities and Exchange Commission withdrew its stance on allowing companies to block shareholder proposals that directly conflict with the management’s own after its leader questioned the rule's scope, according to a letter to Whole Foods Market Inc. on Friday.

  • January 15, 2015

    PharmAthene Gets $195M In Final Judgment On SIGA Fight

    The Delaware Chancery Court on Wednesday ordered SIGA Technologies Inc. to pay PharmAthene Inc. $195 million, including costs and pre- and post-judgment interest, for the expected profits PharmAthene would have earned from selling SIGA’s smallpox drug had the now-bankrupt government contractor not sandbagged a proposed merger and licensing agreement.

  • January 15, 2015

    FTC Eases Antitrust Order In $265M Bi-Lo Grocery Store Deal

    The Federal Trade Commission said Thursday it has approved changes to a deal it hammered out last year to settle its competition concerns over grocery store operator Bi-Lo Holdings LLC’s $265 million acquisition of 154 stores from Delhaize America LLC, easing some of its divestiture requirements.

  • January 15, 2015

    Freeport Pays $138M In Derivative Suit, Including Dividend

    Freeport McMoRan Copper & Gold Inc.'s board has reached a $137.5 million settlement in a derivative suit over $20 billion worth of energy company acquisitions that shareholders such as the Boston retirement system said were rife with conflicts of interest.

  • January 15, 2015

    On2 Loses Appeal Over Google-Deal Investor Settlement

    A New York appeals court has ended On2 Technologies Inc.'s appeal over a court-rejected settlement in an investor class action regarding Google's $125 million buy of the video-tech provider, saying the deal was too restrictive under New York law.

  • January 13, 2015

    Ex-Paul Hastings Atty's Retainer Row With T-Mobile Trimmed

    A D.C. federal judge on Monday trimmed a former Paul Hastings LLP partner’s suit accusing T-Mobile US Inc. of wrongfully dropping his boutique law firm as counsel after T-Mobile merged with MetroPCS Communications Inc., saying D.C. law bars the breach of contract claim.

  • January 9, 2015

    UK Antitrust Court Upholds Eurotunnel Ferry Service Ban

    A U.K. court on Friday upheld a decision by the U.K. Competition and Markets Authority to block a merger between Groupe Eurotunnel SA and the remnants of the now-defunct French ferry operator SeaFrance SA, saying the watchdog had the authority to review the deal.

  • January 8, 2015

    8th Circ. Reverses $2.7M Cy Pres Award In BofA Merger Suit

    A split Eighth Circuit on Thursday overturned a lower court’s decision to give part of a $333.2 million settlement over NationsBank Corp.’s merger with BankAmerica Corp. to charity, agreeing with a shareholder plaintiff that cash from the accord shouldn’t go to an unaffiliated charity.

  • January 8, 2015

    NYC Judge Rips Brualdi Firm For 'Pernicious' Merger Lawsuit

    A New York City judge on Wednesday rejected a settlement in a class action suit that claimed Martin Marietta Materials Inc's. $2.7 billion purchase of cement producer Texas Industries Inc. failed to make proper disclosures, finding plaintiff investors and their counsel, the Brualdi Law Firm PC, were engaging in "pernicious" litigation simply to extract legal fees.

  • January 7, 2015

    PharmAthene Gets $113M Lost Profits Award In SIGA Spat

    A Delaware Chancery Court judge ruled on Wednesday that SIGA Technologies Inc. must pay PharmAthene Inc. $113.1 million for the expected profits PharmAthene would have earned from selling SIGA’s smallpox drug had SIGA not sandbagged a proposed merger and drug licensing agreement.

  • January 2, 2015

    Wachtell Can't Ditch Federal Icahn Malpractice Suit

    A New York federal judge has rejected Wachtell Lipton Rosen & Katz's bid to toss a malpractice suit brought by CVR Energy Inc. over the firm’s handling of Carl Icahn's $2.6 billion takeover, saying a related state court suit playing out “quite literally across the street” would be neither inconvenient nor unnecessarily redundant.

  • December 23, 2014

    Covidien, Medtronic Settle Investor Suit Over $42.9B Merger

    Covidien PLC and Medtronic Inc. on Tuesday agreed to a non-monetary settlement in a consolidated stockholder suit alleging that their proposed $42.9 billion merger undervalues Covidien and accusing Covidien directors of breaches of fiduciary duty, the parties told a Massachusetts federal court.

  • December 23, 2014

    Court OKs Medtronic Payments For Board’s Inversion Taxes

    A Minnesota federal judge on Monday denied a bid by Medtronic Inc. shareholders to stop the company’s board from using company funds to reimburse board members’ tax liabilities stemming from the proposed merger with Covidien PLC, saying the shareholders did not exhaust their administrative remedies.

  • December 22, 2014

    Pa. Court Upholds Post-Merger Asbestos Liability Cap

    A Pennsylvania appeals court issued a published decision on Monday upholding the constitutionality of a law limiting the liability for Pennsylvania-based businesses that may have merged with companies facing the risk of asbestos liability.

  • December 19, 2014

    Judge Slaps Down HP's 3rd Try At Autonomy Settlement

    A California federal judge on Friday rejected Hewlett Packard Co. shareholders’ third attempt at a settlement in their derivative suit over HP's disastrous $11.1 billion Autonomy Corp. acquisition, ruling the deal’s potential release of claims was still far too broad. 

  • December 19, 2014

    Del. Justices Nix Voting Ban On $2.9B C&J Energy-Nabors Deal

    The Delaware Supreme Court on Friday shot down a 30-day injunction barring oil field company C&J Energy Services Inc. from holding a shareholder vote on a proposed $2.9 billion merger with the hydraulic fracturing and well-sealing units of Nabors Industries Ltd., finding numerous problems with the Chancery Court decision.

  • December 16, 2014

    3rd Circ. Upholds IRS Win In Fight Over Offshore Cos.

    The Third Circuit on Tuesday ruled that the Internal Revenue Service could require three stockholding companies to pay the full tax burden for a tech company transaction despite transfers of interest to offshore entities, rejecting an argument that the district court had wrongly admitted evidence protected by attorney-client privilege.

  • December 16, 2014

    NJ High Court Won't Toss Fox Rothschild Malpractice Suit

    The New Jersey Supreme Court said Tuesday they won't second-guess the revival of a businessman's malpractice suit claiming Fox Rothschild LLP cost him additional compensation when Marsh & McLennan Agency LLC bought his employer, which had previously acquired his insurance brokerage business.

  • December 11, 2014

    DOJ Demands Divestiture In $1.8B Continental, Veyance Deal

    The U.S. Department of Justice has filed suit aiming to block Continental AG's proposed $1.8 billion acquisition of Veyance Technologies Inc., saying the deal would hinder competition in North America unless Continental agrees to divest a certain Veyance unit.

Expert Analysis

  • China's Draft Foreign Investment Guidance Is Encouraging

    Woon-Wah Siu

    The draft of China's new Foreign Investment Guidance Catalogue lifts restrictions on foreign investment in dozens of service and general manufacture industries and would relax Chinese ownership requirements. Although foreign investors still would have to operate in some of these industries through Sino-foreign joint ventures, control by the Chinese partners would no longer be required, say Woon-Wah Siu and Liang Tao of Pillsbury Wi... (continued)

  • A Data Security Checklist For Companies Hiring Law Firms

    Jenn Topper

    We trust our law firms with huge amounts of data, whether in or out of discovery, investigations or litigation. All too often, we have relied on privilege, confidentiality and attorney ethics as a proxy for data protection and information security. But in fact, law firms ought to be held to a much more stringent standard — and in-house counsel would be wise to begin with a number of specific inquiries, says legal industry consultan... (continued)

  • Medtronic Deal Highlights FTC Focus On Future Competition

    Dionne Lomax

    As evident in a recent divesture settlement over Medtronic Inc.’s $42.9 billion acquisition of Covidien PLC, the Federal Trade Commission continues to reach forward and predict the future of competition in health care and life sciences transactions. Its ability to do so is facilitated, in part, by the U.S. Food and Drug Administration regulatory process, say Dionne Lomax and Timothy Slattery of Mintz Levin Cohn Ferris Glovsky and Popeo PC.

  • Entire Fairness Or Business Judgment? It’s Anyone’s Guess

    Maurice Pesso

    The determination of who is a “controlling shareholder” is significant because in most merger challenges, a finding of “control” means the defendants will not be entitled to the protection of the business judgment rule, and will instead be subject to the more plaintiff-friendly “entire fairness standard.” However, there is uncertainty regarding what constitutes a “controlling shareholder,” as highlighted in recent back-to-back Dela... (continued)

  • Health Care Mergers In 2014: The Enforcers Strike Back

    David Balto

    Last year was a tumultuous time for health care provider mergers and acquisitions. And while there is no anticipated decrease in similar scrutiny from state and federal enforcers in 2015, this year will bring the resolution of two controversial cases — St. Luke’s and Partners, says David Balto, former policy director of the Federal Trade Commission's Bureau of Competition.

  • Practice Points For New Single-Bidder Sale Paradigm

    Philip Richter

    While some have interpreted the Delaware Supreme Court as now having provided a blanket endorsement of the concept of a single-bidder passive-shopping-only strategy without regard to the particular contextual facts, a board deciding to engage in such a sale process will still have to establish that it had a reasonable basis for structuring the process as it did, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Payer-Provider Consolidation Comes With New Risks

    Katherine Funk

    As health care providers and payers consolidate and take advantage of new opportunities brought about by the Affordable Care Act and health care reform, both payers and providers face new health care fraud and abuse and antitrust risks that are different from the ones they previously confronted, say Troy Barsky and Katherine Funk of Crowell & Moring LLP.

  • The Top 10 D&O Stories Of 2014

    Kevin M. LaCroix

    Many of last year’s key events represented significant changes in the directors and officers liability environment — the rise of jumbo derivative lawsuit settlements, cybersecurity emerging as a D&O liability concern and the surge of initial public offering-related securities litigation, among others. In addition, there are many pending issues that will only be resolved as 2015 unfolds, says Kevin LaCroix of RT ProExec.

  • OFAC Sanctions Compliance: Sample Contract Provisions

    Margaret Gatti

    Due to costly settlements secured by U.S. regulatory agencies, increasingly banks, insurers and corporations are inserting rigorous Office of Foreign Assets Control sanctions compliance language into their credit agreements, insurance policies, and corporate acquisition agreements, say Margaret Gatti and Louis Rothberg of Morgan Lewis & Bockius LLP.

  • Affordable Care Act Considerations In M&A

    Robert L. Jensen

    In light of significant penalties for failure to comply with the Patient Protection and Affordable Care Act, acquirers need to undertake a thorough evaluation of the target’s group health plans and will need to consider potential operational issues following the transaction, especially those that relate to the determination of full-time employee status for purposes of the ACA employer mandate rules, says Robert Jensen of Drinker Bi... (continued)