Mergers & Acquisitions

  • July 28, 2014

    McGuireWoods Beats Hospital's Suit Over Suspect LBO

    An Indiana federal judge on Friday cleared McGuireWoods LLP of helping insiders at Heartland Memorial Hospital LLC plunder the health care system's assets during a 2006 leveraged buyout that led to its bankruptcy, finding no impropriety in the underlying transaction.

  • July 25, 2014

    5th Circ. Says Orders To Clarify Arbitration Awards Aren't Final

    The Fifth Circuit on Friday said a district court decision to send a case back to an arbitration panel for further clarification was not a final order that could be appealed, rejecting a Nuance Communications Inc. bid to enforce an arbitration award of zero dollars to investors challenging a $45 million merger.

  • July 24, 2014

    Walgreen Wins Dismissal In Pharmacy Buyout Suits

    A federal judge on Thursday dismissed two New Jersey pharmacies' suits against a Walgreen Co. subsidiary, finding that they failed to show the company breached asset purchase agreements that tied certain payouts to future prescriptions from the pharmacies' onetime customers.

  • July 24, 2014

    APS Ducks Most Of Universal's $222M Soured Merger Suit

    A Delaware federal judge on Thursday trimmed Universal American Corp.'s suit alleging its $222.3 million merger partner for APS Healthcare Inc. fraudulently induced the transaction, ruling that allegations of securities violations and fraud failed to state a claim.

  • July 23, 2014

    Wis. High Court Dismisses Challenge To $455M Permira Buy

    The Wisconsin Supreme Court on Wednesday dismissed a challenge to Permira Advisers LLC's $455 million purchase of education-technology company Renaissance Learning Inc., saying it had to assume Renaissance's principals were acting in good faith unless there was strong evidence to the contrary.

  • July 22, 2014

    Benihana Scores Double Win In Trademark, Libel Suits

    Private equity-owned Japanese restaurant chain Benihana Inc. escaped two separate suits Tuesday after a Delaware federal judge agreed to dismiss both Benihana of Tokyo Inc.'s claims that it violated a merger agreement with foreign trademark applications and a defamation suit lodged by the restaurant founder's widow.

  • July 22, 2014

    Magazine Wholesaler's $24M Ch. 11 Sale Plan OK'd

    Source Home Entertainment LLC is slated for an auction in September, after a Delaware bankruptcy judge on Monday approved an auction process for Source Home's manufacturing arm anchored by a $24 million credit bid from senior secured term lenders that includes funds managed by the company's top equity holder.

  • July 21, 2014

    Student Bid To Save DC Museum, Art School Gets Go-Ahead

    A D.C. judge ruled Monday that seven current students, a faculty member and a staff member could continue their bid to save the over 100-year-old Corcoran Gallery of Art and its associated college, after the trustees decided to hand the gallery and school over to George Washington University due to financial struggles.

  • July 21, 2014

    NY Court DQs Rogue Arbitrator From Kazakh Oil Dispute

    A New York state court has disqualified arbitrator Stephen Hochman from taking part in arbitration concerning BP PLC and Statoil's alleged 2008 bribery of Kazakh authorities for refusing to adhere to a court order demanding that he determine whether bribery occurred.

  • July 21, 2014

    MetroCorp Settles Shareholder Suit Over $273M Merger

    MetroCorp Bancshares Inc. has settled a proposed shareholder class action that sought to block the company's proposed $237 million acquisition by East West Bancorp Inc., according to court documents filed Friday, putting to rest months of negotiation.

  • July 17, 2014

    Icahn Wins Bid To Split XO Shareholders' Claims Into 2 Trials

    A New York judge on Thursday granted Carl Icahn’s bid for two separate trials over allegations that he used a refinancing and merger to seize billions of dollars' worth of telecommunications company XO Holdings Inc.'s net operating losses from minority shareholders, finding that the different transactions warrant different proceedings.

  • July 17, 2014

    Owens Hid Woes With Unilever Deal, Not With Clorox's: Judge

    A New York judge handed Graham Packaging Co. a split ruling Wednesday in a suit over its $1.2 billion acquisition of Owens-Illinois Inc.’s plastic container business, ruling Owens failed to disclose a price drop in a deal with Unilever NV but sufficiently disclosed problems with bottles supplied to Clorox Co.

  • July 15, 2014

    Del. Justices Won't Revive Gas Station Buyer's Fraud Claims

    The Delaware Supreme Court won't revive a fraud lawsuit brought by a company that purchased gas stations later found to contain environmental problems, affirming a chancery judge’s ruling that the seller should only be held liable for breach of contract damages totaling $1.5 million.

  • July 15, 2014

    UK Court Puts Amanresorts Founder Back At Helm

    A Russian tycoon who nabbed control of Amanresorts International Pte. Ltd. shortly on the heels of a stake buy has been booted from his seat of power by the U.K. High Court of Justice, which reinstated the resort company's founder as CEO.

  • July 15, 2014

    DC Circ. Rebuke Could Shake Up CFIUS Review Process

    A surprising decision by the D.C. Circuit on Tuesday to resurrect the first-ever challenge to the Committee on Foreign Investment in the United States review process opens the possibility for significant changes to the often frustratingly opaque procedure, experts say.

  • July 15, 2014

    Chinese Wind Co. Can Sue Obama Over Nixed Deal: DC Circ.

    The D.C. Circuit on Tuesday revived Ralls Corp.'s suit against the Committee on Foreign Investment in the United States and President Barack Obama for nixing its acquisition of four Oregon wind farms on national security grounds, saying the government violated the Chinese-owned U.S. wind energy company's due process rights.

  • July 14, 2014

    Priceline, OpenTable Settle Class Actions Over $2.6B Deal

    The Priceline Group Inc. and OpenTable Inc. have settled a spate of proposed shareholder class actions filed in Delaware that sought to block the companies' $2.6 billion tie-up over alleged fiduciary duty breaches, according to a Monday regulatory filing.

  • July 10, 2014

    DLA Piper Can't Duck Hospital's Claims About Dodgy LBO

    A federal judge on Wednesday refused to throw out breach of fiduciary duty claims leveled against DLA Piper by the trustee for Indiana-based Heartland Memorial Hospital LLC alleging that the firm helped insiders loot the health care system during a leveraged buyout that left it insolvent.

  • July 9, 2014

    Thermo Fisher Can't Dodge Suit Over Cartel-Plagued Lab

    A Delaware federal judge on Tuesday rejected Thermo Fisher Scientific Inc.’s bid to toss a suit alleging it fraudulently concealed that a Mexico manufacturing facility it sold to private equity firm OpenGate Capital Group LLC was plagued by drug cartel violence, in violation of securities laws.

  • July 8, 2014

    Guidant Can't Escape J&J's $22B Merger Suit Just Yet

    A New York federal court on Tuesday denied Guidant Corp.'s motion for summary judgment in a Johnson & Johnson suit alleging it breached a contract by scuttling a proposed $21.5 billion merger in 2006, allowing the case to move forward for now.

Expert Analysis

  • Don't Get Carried Away By The Inversion Craze

    Bernie J. Pistillo

    Given commercial realities and the possibility that the intended tax savings could be limited or eliminated by the effect of retroactive or even prospective legislation, a potential inversion transaction should only be pursued if the nontax reasons for the combination are sufficiently compelling, say attorneys with Morrison & Foerster LLP.

  • DOD Annual Report May Affect Antitrust Reviews

    Jon Dubrow

    A recent U.S. Department of Defense study provides data the DOD interprets as showing that the presence of competition improves contracting outcomes for the government, and it has implications for future antitrust analysis applied to mergers, acquisitions and teaming agreements, says Jon Dubrow of McDermott Will & Emery LLP.

  • Litigator’s Perspective: 5 Tips On Arbitration Provisions

    Daniel T. McCloskey

    It happens all the time. When a dispute arises, two parties find themselves in arbitration, realizing that they might have had more leverage to dictate the terms of the process when they were negotiating the arbitration provision — but missed the opportunity, says Daniel McCloskey of Duane Morris LLP.

  • Amid M&A Uptick, Bidders Must Heed UK Code Changes

    Ilan Kotkis

    Potential bids by U.S. suitors for U.K. target companies in the pharmaceutical and health care sectors seem to be a recurring theme this year

  • Fla. Sets Strict Standard For Direct Shareholder Claims

    Jeffrey W. Gutchess

    In Dinuro Investments v. Camacho, a Florida court clarified the limited circumstances under which a corporate shareholder or limited liability company member has standing to bring a direct claim for damages relating to the company — an issue that has become more and more unsettled, say Jeff Gutchess and Justin Brenner of Bilzin Sumberg Baena Price & Axelrod LLP.

  • Trial-Ready In 180 Days: Prepare For SDNY's Rocket Docket

    Isaac S. Greaney

    A growing trend in the Southern District of New York akin to a sua sponte rocket docket can provide defendants with an opportunity to set the tone of discovery and shift the burden and risks of the schedule to their adversaries, say Isaac Greaney and Jackie Lu of Sidley Austin LLP.

  • When You Are Responsible For Your Book Of Business

    Jennifer Topper

    Finding prospective clients and retaining them has little to do with your legal training and expertise, and yet you have no practice without successful client acquisition and retention. There is no reason you cannot apply your basic legal training to successful sales efforts hinging upon your practice strength and experience, says independent law firm consultant Jennifer Topper.

  • Protections Remain In Place For Ga. Officers, Directors

    J. Timothy Mast

    The Georgia Supreme Court’s highly anticipated decision in Federal Deposit Insurance Corp. v. Loudermilk clarifies the protections afforded by the business judgment rule to directors and officers of banks and corporations, and proves that the “wisdom” of corporate decisions continues to be shielded from claims of ordinary negligence, say attorneys with Troutman Sanders LLP.

  • An Inventive Way To Remove Pure State Court Claims

    Michael E. Blumenfeld

    Nondiverse state court defendants facing purely state law claims that seek to secure federal jurisdiction should determine whether a good faith basis exists to pursue a third-party action against a federal actor in order to trigger the representative U.S. Attorney’s certification and remove such claims under the Westfall Act, say Michael Blumenfeld and Jonathan Singer of Miles & Stockbridge PC.

  • Powerful Tools For Discovery And Litigation Strategy

    Nathalie Hofman

    Analytics offer opportunities for refining both discovery strategy and overall litigation strategy by providing information to support better informed decisions. As an added bonus, they can result in significant cost savings, say Nathalie Hofman and Carolyn Southerland of Huron Consulting Group Inc.