Mergers & Acquisitions

  • September 30, 2014

    Del. High Court Reverses Appriva Investors' $250M Ev3 Win

    The Delaware Supreme Court on Tuesday ruled a trial court should not have allowed Appriva Medical Inc. shareholders to argue a nonbinding letter of intent affected a merger agreement with ev3 Inc., which was financially backed by Warburg Pincus, reversing a jury’s $250 million judgment against ev3 for breaching the agreement.

  • September 30, 2014

    Goldman, Others Get Initial Approval For $590M LBO Deals

    A Massachusetts federal judge on Monday granted initial approval to $590 million in settlements with a class of shareholders who claim Goldman Sachs Group Inc., Carlyle Group LP and several other private equity firms teamed up to keep leveraged buyout prices low.

  • September 26, 2014

    Chancery Allows Early Appeal In $255M Cornerstone Deal Suit

    A Delaware Chancery judge on Friday allowed Cornerstone Therapeutics Inc. director defendants to appeal his ruling that kept them on the hook for breach of fiduciary duty claims related to Chiesi Farmaceutici SpA's $255 million buyout of the company, as the investor lawsuit moves forward.

  • September 26, 2014

    Cartica's Merger Suit Dies On Purchaser-Seller Grounds

    A New York federal judge has dismissed a shareholder challenge to CorpBanca SA and Itau Unibanco Holding SA's proposed $3.7 billion merger, ruling that only purchasers or sellers can attempt such injunctions — a question the judge said many appeals courts have declined to touch.

  • September 25, 2014

    Dresser-Rand Can't Bar $32M Share Sale During Merger Row

    A Texas appeals court on Thursday declined to revive Dresser-Rand Group Inc.’s bid to stop a Spanish energy investor from selling off $32 million in stock amid an ongoing merger dispute, saying that the state’s courts have no authority to hear the case.

  • September 23, 2014

    Robbins & Myers Wins Toss Of Suit Over $2.5B Energy Merger

    An Ohio federal judge on Monday tossed a proposed shareholder class action against Robbins & Myers Inc. alleging the energy and pharmaceutical equipment manufacturer undervalued itself in a $2.5 billion merger with National OilWell Varco, ruling the plaintiff had sold his shares and had no standing to pursue the claims.

  • September 17, 2014

    Tax Court Rules Mass. Merger Created $30M Taxable Gift

    A U.S. tax judge on Wednesday ruled a Massachusetts couple had failed to report a $29.6 million gift to their sons when their company and their sons’ business merged, but they were not liable for penalties because they relied on their lawyer's advice.  

  • September 17, 2014

    Mentor Investors' Appeal Over $1.1B J&J Sale Tossed

    A California appeals court has ended investor litigation against Mentor Corp. over its $1.1 billion sale to Johnson & Johnson, saying the breast-implant maker's board didn't betray shareholders by choosing the $31-per-share offer, ignoring much higher estimates, because the financial context was uncertain in late 2008 when the sale was conceived.

  • September 16, 2014

    Class Wins Remand Of Best Buy Stock Option Action

    Employees of a cloud-services company that Best Buy Co. Inc. had sold won remand of their suit accusing it of reneging on stock options contractually promised to them, with a Minnesota federal judge saying Tuesday that Best Buy didn't show the amount at issue exceeds the threshold for removal.

  • September 12, 2014

    Deutsche, Goldman Win $37M In Fees For CVR Defense

    A New York judge has awarded Goldman Sachs & Co. and Deutsche Bank Securities Inc. $37 million in fees for helping defend Texas-based oil refiner CVR Corp. from a $2.6 billion takeover by noted raider Carl Icahn, saying the banks' enlistment contract with CVR was crystal clear — even though the defense failed.

  • September 12, 2014

    FirstEnergy Must Kick In For NYSEG Cleanup, 2nd Circ. Says

    The Second Circuit ruled Thursday that FirstEnergy Corp. is responsible for environmental cleanup costs at former industrial sites operated by New York State Electric and Gas Corp. and its bankrupt predecessor Associated Gas & Electric Co., but not for contamination caused by Ageco subsidiaries that later merged into NYSEG.

  • September 12, 2014

    Forum Selection Bylaws Shrug Off Investor Backlash

    A Delaware Chancery judge's Monday ruling that First Citizens BancShares Inc.’s bylaws can require nearly all intra-corporate disputes to be litigated in North Carolina continued a trend in favor of corporate forum selection bylaws, further cementing the hurdles shareholders must overcome to prove such provisions go too far.

  • September 11, 2014

    Halliburton Loses Appeal To Shift KBR Tax Arbitration Fight

    A Texas state appeals court on Thursday denied an appeal from Halliburton Co. seeking to compel KBR Inc. to arbitrate under a tax-sharing agreement, a $257 million tax dispute arising from the companies’ 2007 split.

  • September 10, 2014

    Suit Over $8.5B Family Dollar Buyout Gets Fast-Tracked

    A Delaware Chancery Court judge on Wednesday agreed to fast-track a putative class action targeting Family Dollar Stores Inc. directors over the discount retailer's planned $8.5 billion buyout by Dollar Tree Inc., allowing the suing shareholders to proceed with discovery.

  • September 10, 2014

    Cornerstone Directors Can't Escape Suit Over $255M Buyout

    A Delaware Chancery Court judge on Wednesday left mostly intact a consolidated suit by Cornerstone Therapeutics Inc. investors challenging the fairness of Chiesi Farmaceutici SpA's $255 million buyout of the company, tossing only a claim against Cornerstone for aiding and abetting directors' breaches of fiduciary duty.

  • September 5, 2014

    Perjuring Ex-Troutman Atty Denied Piece Of $2.2B Deal

    A Delaware judge on Friday said a former Troutman Sanders LLP attorney couldn't claim an interest in the $2.2 billion acquisition of a nursing home operator in his breach-of-contract suit against an ex-partner, after he committed perjury in a separate civil case.

  • September 3, 2014

    LVMH To Redistribute Hermes Stake To Settle Share Battle

    French luxury goods conglomerate LVMH Moet Hennessy Louis Vuitton SA will give up its 23 percent stake in Hermes International SCA as part of a deal it reached to settle a 4-year-old securities dispute with the rival luxury fashion house, the companies said Wednesday.

  • September 2, 2014

    NJ Court Reverses Fox Rothschild Win In Malpractice Row

    The New Jersey Appellate Division on Tuesday revived a businessman's malpractice suit against Fox Rothschild LLP over its alleged failure to explain a redemption agreement that denied him an additional payout on certain interests when Marsh & McLennan Agency LLC bought his employer, which had previously acquired his insurance brokerage company.

  • September 2, 2014

    4 Lessons From Carlyle's 7-Year Collusion Case

    Carlyle Group LP made a surprise change of course Friday and moved with its attorneys Latham & Watkins LLP to settle a proposed class action that had threatened a long, messy trial, bringing an end to the nearly seven-year collusion suit that ensnared many of the biggest U.S. private equity firms, roped in dozens of top law firms and left many lessons to be learned from the long road. Here, Law360 takes a look at some of the takeaways.

  • August 29, 2014

    Carlyle Group To Pay $115M To Settle PE Collusion Row

    Carlyle Group LP has agreed to pay about $115 million to settle a long-running proposed class action brought against it and several other private equity firms for allegedly teaming up to depress prices in leveraged buyouts leading up to the financial crisis, according to media reports on Friday.

Expert Analysis

  • 11th Circ. Weighs In On Duty To Disclose Merger Talks

    William Foley

    The Eleventh Circuit found in Finnerty v. Stiefel Laboratories Inc. that a duty to disclose can, in fact, exist with respect to merger discussions. It is, however, not yet clear the extent to which Finnerty has altered the merger landscape, say attorneys with Orrick Herrington & Sutcliffe LLP.

  • 2 Reasons Chancery's Swomley Ruling Is Notable

    Allison C. Handy

    The Delaware Chancery Court’s ruling in Swomley v. Schlecht is a good reminder that, although the risks of stockholder litigation in the context of a private-company merger or acquisition are lower as a practical matter, directors of private companies are generally held to the same standards as directors of public companies, say attorneys with Perkins Coie LLP.

  • Pension Plan Minefields For Distressed Auto Equipment Cos.

    Jim Lukenda

    Few people understand the complexities of defined benefit pension plans, particularly those of distressed companies. For attorneys who work with clients or lenders in the automotive equipment business, these issues can be difficult to navigate without guidance on the complicated and sometimes arcane issues involved, say Laura Marcero and Jim Lukenda of Huron Consulting Group.

  • UK Takeover Panel Wants You To Be As Good As Your Word

    Richard May

    The U.K. Takeover Panel has proposed regulations that would clarify the status of voluntary commitments made by bidders and target companies and provide a robust framework within which they may be enforced by the panel — meaning great care will be required before announcing a post-offer undertaking or making a post-offer intention statement, says Richard May of Fried Frank Harris Shriver & Jacobson LLP.

  • 7 HSR Filing Reminders From Berkshire Hathaway Case

    Deidre Johnson

    The recent civil penalty levied on investment holding company Berkshire Hathaway Inc. for failure to notify under the Hart-Scott-Rodino Antitrust Improvements Act reminds investors that HSR reportability must be vetted even in transactions that are less obviously seen as "acquisitions," say attorneys with Ropes & Gray LLP.

  • DeLauro Legislation Would Broaden Reach Of CFIUS Reviews

    Christopher R. Brewster

    Rep. Rosa DeLauro has introduced legislation that would radically overhaul the review of foreign investment by the Committee on Foreign Investment in the United States, but given the late date on which the bill was introduced and its controversial scope, it is likely that the bill is intended to revive debate over the scope of CFIUS reviews, says Christopher Brewster of Stroock & Stroock & Lavan LLP.

  • 'Entire Fairness' Is More Than Just A Fair Price

    Diane Holt Frankle

    Vice Chancellor John Noble recently held in a Nine Systems Corp. shareholder case that a recapitalization, although approved and implemented at a fair price, was not entirely fair due to the grossly unfair process — a ruling that teaches, among other things, that a robust negotiation is helpful to demonstrate fair dealing, says Diane Holt Frankle of Kaye Scholer LLP.

  • 1099ers Exposing Startups, PE Firms To Costly Liability

    Richard J. Reibstein

    Even when well-structured independent contractor relationships survive legal scrutiny under federal labor, tax or benefit laws, the 1099 model may not pass muster under the crazy quilt of state independent contractor laws. And private equity firms and investors do not conduct the level of due diligence they should before investing in 1099-model startups, say attorneys with Pepper Hamilton LLP.

  • Bankruptcy Sale Of Hospitals: 4 Questions Before You Begin

    Thomas R. Califano

    It is advisable for hospitals entering Chapter 11 for the purpose of effectuating a sale or other transaction to have a potential strategic partner lined up at the time of filing, which will provide much-needed certainty for not only the hospitals, but also patients, residents, physicians, employees and suppliers, say attorneys with DLA Piper.

  • Opportunities And Pitfalls In The Legal Cloud

    David Houlihan

    Like "big data" and other effective software marketing buzzwords, “cloud” makes something that is very complex sound simple — and even friendly. Most attorneys are not prepared to dig into the distinctions between public, private and hybrid cloud models, or the niceties of how or where their data is transmitted and stored, says David Houlihan of Blue Hill Research Inc.