Mergers & Acquisitions

  • February 5, 2016

    Ex-Fox Rothschild Atty Convicted Of Insider Trading

    An ex-Fox Rothschild LLP attorney was convicted Friday on charges that he used inside information about the firm’s work to trade ahead of a $760 million insurance industry merger in 2011.

  • February 3, 2016

    Aetna, Health Co. Can Seek Document Privacy In Merger Suit

    An Illinois federal judge said Tuesday that Aetna Inc. and Chicago-area health-care provider Amita Health can intervene in the Federal Trade Commission’s suit opposing a hospital merger as part of their bid to protect confidential documents they handed over to the government.

  • January 29, 2016

    Sherwin-Williams' Suit Over Torpedoed Comex Deal Tossed

    A New York federal judge ruled Thursday that she couldn't hear a case brought by the Ohio paint company Sherwin-Williams, leaving the company to arbitrate in Texas against the former owners of a Mexican company that competition authorities prevented it from acquiring.

  • January 26, 2016

    Facebook Agrees To Settle Chancery Suit Over Director Pay

    Facebook agreed late Monday to enact stricter oversight of nonemployee board members' salaries to resolve derivative claims in the Delaware Chancery Court that challenged director compensation roughly three months after a judge ruled CEO Mark Zuckerberg hadn't shown he properly ratified an increase in pay.

  • January 22, 2016

    Lions Gate Beats Stock Suit Over SEC's Icahn Probe

    Lions Gate Entertainment Corp. eluded investors’ claims that company brass wrongfully hid the U.S. Securities and Exchange Commission’s investigation into the company’s efforts to block a takeover by billionaire Carl Icahn when a New York federal judge tossed the suit Friday.

  • January 22, 2016

    Chancery Wants Stricter Test For $700M Sauer-Danfoss Deal

    A Delaware Chancery judge ruled Friday that the $700 million takeover deal of Danish industrial manufacturer Sauer-Danfoss Inc., which created Danfoss Power Solutions, should be evaluated at trial under the strict entire fairness standard, but the suing shareholders will have the burden of showing whether the transaction was fair.

  • January 14, 2016

    Chancery Won't Merge 'Unusual' Suit Into $38B Deal Claims

    A Delaware Chancery judge declined late Wednesday to fast-track or allow a derivative lawsuit initially targeting The Williams Cos. Inc.’s board’s failure to merge with a unit of Energy Transfer Equity LP to be rolled into actions challenging the now-proposed $38 billion deal, calling some of the suing shareholder’s notions “unusual.”

  • January 12, 2016

    Time Warner Cable Can't Escape Claim It Interfered With Sale

    A Florida federal judge refused Tuesday to toss a cable installation company’s suit against Time Warner Cable over whether the cable giant interfered in its 2012 sale, ruling the company can pursue claims but warning that it may still face sanctions for its conduct so far.

  • January 8, 2016

    Del. Judge Appoints Lead Counsel In $3.7B M&T Merger Suit

    A Delaware federal judge on Friday appointed Kaufman Coren & Ress PC and Paskowitz Law Office PC co-lead counsel in a shareholder suit accusing M&T Bank Corp. and Hudson City Bancorp Inc. of hiding regulatory violations that delayed the banks' $3.7 billion merger.

  • January 7, 2016

    United Fliers Lose Row Over Lost Perks At 7th Circ.

    United Airlines frequent fliers challenging unilateral changes to their benefits after the company merged with Continental Airlines saw their putative class action shot down Wednesday, when the Seventh Circuit ruled United had the right to alter its program.

  • January 6, 2016

    3rd Circ. Won’t Revive Ex-Pfizer Workers’ Benefits Spat

    The Third Circuit on Wednesday affirmed that former Pfizer Inc. workers weren’t entitled to severance benefits after the company’s $68 billion acquisition of Wyeth Pharmaceuticals Inc., holding that conflicts of interest and minor flaws in the claims administration process don’t doom the result.

  • December 23, 2015

    $1.5B LightSquared Suit Against Dish Network Dropped

    Wireless broadband provider New LightSquared has agreed to drop a $1.5 billion racketeering suit against Dish Network for allegedly wresting control of the once-bankrupt startup company from its hedge fund backers, according to documents filed Wednesday in New York federal court.

  • December 23, 2015

    Ex-Acadia CFO Tipped Buddies To Pioneer Buy, SEC Says

    Former Acadia Healthcare Co. Inc. CFO Danny E. Carpenter passed insider information to friends ahead of the company's May 2011 announcement that it would buy Pioneer Behavioral Health Inc., securities regulators said Tuesday in an insider-trading settlement.

  • December 22, 2015

    Pandora Drops $75M On Rdio Assets In Ch. 11 Sale

    A California bankruptcy judge approved the sale of music streaming service Rdio's assets to former rival Pandora for $75 million on Monday, saying no better deal was likely to come along.

  • December 22, 2015

    Gray TV To Sell Stations In $442M Media Biz Merger

    The U.S. Department of Justice said Tuesday it has reached a deal requiring Gray Television Inc. to divest two television stations to assuage antitrust concerns over its proposed, $442.5 million acquisition of Schurz Communications Inc.

  • December 17, 2015

    BMG Columbia House Parent Gets Nod On Asset Sale

    A New York bankruptcy judge has approved a sale of assets from the parent of onetime music megadistributor BMG Columbia House to a newly created company controlled by the debtor's chief executive.

  • December 16, 2015

    UK Supreme Court Axes SeaFrance Merger

    The U.K. Supreme Court shut down a merger Wednesday between Groupe Eurotunnel SA and the former SeaFrance SA, ruling the defunct ferry operator was an “enterprise” under British law and therefore subject to merger restrictions imposed by a competition watchdog.

  • December 14, 2015

    Foreign Arbitration Award Doesn't Bar RICO Claim: 9th Circ.

    The Ninth Circuit on Friday revived a semiconductor company's lawsuit seeking triple damages under the Racketeer Influenced and Corrupt Organizations Act from its former supplier for allegedly conspiring to poach customers, concluding that a $9 million judgment won in foreign arbitration proceedings did not extinguish the company's claims.

  • December 14, 2015

    Ex-Bryan Cave Atty Convicted Of Fraud Over Maxim Deal

    A New York federal jury on Monday convicted a former Bryan Cave LLP transactional attorney of criminal wire fraud, after the lawyer was accused of helping a client defraud lenders of $8 million as part of a failed ploy to acquire Maxim magazine.

  • December 10, 2015

    Quirky Gets Nod On $4.7M Asset Sale

    A New York bankruptcy judge on Thursday signed off on the $4.7 million sale of invention incubator Quirky Inc.'s remaining assets after fielding an objection from creditors.

Expert Analysis

  • Takeaways From A Recent Application Of Unocal Standard

    Steven Epstein

    The Delaware courts generally apply the heightened scrutiny standard under Unocal to review challenged board actions taken in response to a perceived corporate control threat. The recent case of Ebix provides another example that the courts disfavor actions that restrict the basic right of stockholders to vote, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Health Care Deal Trends Emerge From JP Morgan 2016

    Amber McGraw Walsh

    After more than 50 structured conversations with health care private equity and investment banking professionals at the recent J.P. Morgan health care conference, we can conclude that there is a deep — almost ubiquitous — interest in finding and structuring the next provider services consolidation, say attorneys with McGuireWoods LLP.

  • Navigating EU’s Ownership Unbundling Rules

    Filip Moerman

    The strict rules passed by European authorities in 2009 to curtail conflicts of interest resulting from the simultaneous holding of transmission and production interests are often perceived as stymieing energy investment. Investors will need to make a convincing case, through detailed and effective mechanics, that the risk for conflict of interest and undue influence is properly contained, say attorneys with Cleary Gottlieb Steen & Hamilton LLP.

  • When Valuations Go South For Unicorns, Other Startups

    Priya Cherian Huskins

    Those of us who have been in Silicon Valley long enough see the signs for an upcoming rash of down-round financings for some private companies, unicorns or otherwise, and many investors may decide to sell a company before all of its “inflated” value has drained. Situations like this call to mind the 2013 Trados decision — which gives insight into a board’s fiduciary duties, says Priya Cherian Huskins of Woodruff-Sawyer & Co.

  • Delaware Judges Have Been Heard

    Gregory A. Markel

    Following a string of strongly worded Delaware Chancery Court decisions, the number of lawsuits challenging public mergers dropped dramatically in 2015. With Chancellor Andre Bouchard recently delivering another major blow to disclosure-only settlements, it now cannot be denied that the judiciary’s solution to frivolous merger lawsuits will cause plaintiffs to think twice before filing weak lawsuits, say attorneys with Cadwalader W... (continued)

  • Common Interest Protection In Commercial Transactions

    Stephen Ram

    The Second Circuit's decision in Schaeffler v. U.S., which involved Schaeffler Group withholding privileged debt restructuring documents from the IRS, falls in line with an emerging consensus of jurisdictions flexibly applying the common interest doctrine to commercial and corporate transactions, says Stephen Ram of Stradling Yocca Carlson & Rauth PC.

  • The Sweet Sound Of A 363

    Steve Gubner

    The idea of a bankruptcy sale of substantially all of a firm's assets under Section 363 of the Bankruptcy Code usually brings to mind a depressed company with potential buyers waiting in the wings to buy the assets at a substantial discount. This does not have to be the case, as evident in the case of California-based DigitalSound, say Steve Gubner and Reed Bernet of Brutzkus Gubner.

  • When Seller Contracts For IT On Behalf Of Acquisition

    Derek Schaffner

    In M&A, there is an emerging trend to contract for information technology infrastructure and back office services for the acquisition before the deal is finalized, thereby establishing an independent environment that eliminates integration problems that often plague acquisitions. This unusual contracting relationship produces a myriad of issues for the seller, service provider and buyer, says Derek Schaffner of Mayer Brown LLP.

  • A Devastating Blow To Disclosure Settlements

    Kevin P. Muck

    The Delaware Chancery Court's opinion in Trulia Stockholder Litigation fundamentally alters the business model employed by the plaintiffs bar by increasing the risks and expenses of M&A litigation. With disclosure settlements no longer an option, "mootness dismissal" provides the only realistic option for a negotiated resolution of class claims, say Kevin Muck and Dean Kristy of Fenwick & West LLP.

  • Expectation Damages Now A Real Possibility In Delaware

    Philip Richter

    The Delaware Supreme Court’s decision in SIGA Technologies v. PharmAthene — stemming from a bridge loan and merger agreement between the two when SIGA was in dire financial straits — changes the calculus for a party considering whether to breach an obligation to negotiate an agreement in good faith as there is now a potential for expectation damages, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.