Mergers & Acquisitions

  • February 27, 2015

    Dole Expert Must Have 'Body And Brain,' Del. Chancery Says

    Dole Food Co. Inc. can’t use Stifel Nicolaus & Co. Inc. as an expert witness in its defense of a shareholder suit accusing owner David H. Murdock of shortchanging the company in a $1.6 billion take-private deal, the Delaware Chancery Court ruled Friday, saying an expert witness must be a biological person.

  • February 27, 2015

    SEC Settles With Japanese Banker In $2B Olympus Scandal

    The U.S. Securities and Exchange Commission said Friday it has reached a settlement with a Japanese broker alleged to have been involved in the $2 billion fraud scandal that hit camera and medical device maker Olympus Corp. in 2011 over exorbitant advisory fees paid on costly acquisitions, agreeing to drop the case in exchange for his withdrawal from the securities industry.

  • February 26, 2015

    Wachtell Ducks Icahn's Malpractice Claim Over Deal Fees

    A New York state judge has tossed CVR Energy Inc.’s malpractice claim against Wachtell Lipton Rosen & Katz stemming from $37 million in fees incurred by the company as part of Carl Icahn’s takeover, according to an order filed Wednesday, finding CVR can’t argue the firm was responsible for the financial hit.

  • February 25, 2015

    Express Scripts Avoids Class Cert. In Misclassification Suit

    A New Jersey federal judge on Tuesday denied certification in a former Medco Health Solutions Inc. employee's putative class action seeking back pay for overtime, saying the evidence presented didn't show employees had been misclassified as exempt prior to a policy change implemented following its 2012 merger with Express Scripts.

  • February 24, 2015

    Investors' Attys OK Staggered Payout In LBO Antitrust Suit

    Attorneys who negotiated a $590 million class action settlement on behalf of investors accusing private equity giants of colluding to depress leveraged buyout prices agreed to be paid their $200 million in fees only as funds are distributed to the class, according to papers filed in Massachusetts federal court Monday.

  • February 23, 2015

    High Court Won’t Take $9B Verizon-Idearc Spinoff Dispute

    The U.S. Supreme Court on Monday declined to review a Fifth Circuit decision finding the litigation trustee for Idearc Inc. had waived its right to a jury trial in a $9 billion fraudulent transfer suit over its spinoff from Verizon Communications Inc., which Idearc claimed led to its 2009 bankruptcy.

  • February 20, 2015

    Colo. Justices Back Notice Limit In Claims-Made Policies

    The Colorado Supreme Court has ruled that the notice-prejudice rule doesn't apply to time-specific notice requirements in claims-made insurance policies, answering a certified question from the Tenth Circuit in a coverage dispute over claims that a company officer made misrepresentations during a merger.

  • February 17, 2015

    Boston Sci Pays J&J $600M To Settle Guidant Merger Suit

    Boston Scientific Corp. announced Tuesday it would pay Johnson & Johnson $600 million to settle claims that acquisition target Guidant Corp. breached a contract by scuttling a proposed $21.5 billion merger with J&J, the deal coming before a judge could rule in the case’s concluded bench trial.

  • February 12, 2015

    UK Court Grounds Ryanair Appeal Of Aer Lingus Stake Row

    A British appeals court on Thursday rejected a bid by Ryanair Holdings PLC to overturn a competition court’s order that it must sell off most of its nearly 30 percent stake in rival Aer Lingus Group PLC, saying the Competition Appeal Tribunal did not err in its ruling.

  • February 11, 2015

    Allergan Shareholder Withdraws Suit Over Spurned Valeant Bid

    The plaintiff suing Allergan Inc.'s board of directors for failing to properly consider Valeant Pharmaceuticals International Inc.’s takeover bid on Wednesday decided to voluntarily dismiss the derivative class action, citing Valeant's decision to withdraw its own offer.

  • February 11, 2015

    Crumbs' Bankruptcy Buyer Puts End To Brand Licensing Row

    The joint venture that scooped up Crumbs Bake Shop Inc. out of Chapter 11 has dropped an appeal claiming that a group of trademark licensees lost their rights to use the Crumbs name in the transaction, according to court papers Tuesday announcing a settlement.

  • February 10, 2015

    St. Luke's Shows ACA No Panacea For Health Care Mergers

    The Ninth Circuit's ruling Tuesday rejecting St. Luke's Health System Ltd.'s bid to use the Affordable Care Act to justify its acquisition of a local physician practice demonstrates that health care reform arguments offer no sure fix to otherwise anti-competitive tie-ups between providers.

  • February 10, 2015

    9th Circ. Backs FTC Hospital Merger Challenge

    The Ninth Circuit upheld a ruling on Tuesday ordering St. Luke’s Health System Ltd. to unwind its purchase of a physician practice group, siding with the Federal Trade Commission despite the Idaho hospital's claims that the deal would help it meet health care reform requirements.

  • February 9, 2015

    Deal Bringing Morgans Debt-Swap Suit Near To End Gets Nod

    A Delaware Chancery judge gave the green light on Monday to a settlement with an ex-director of Morgans Hotel Group Co. that brings the complex web of litigation from The Yucaipa Cos. LLC and shareholder OTK Associates LLC surrounding an allegedly botched $230 million debt swap deal one step closer to an endgame.

  • February 6, 2015

    2nd Circ. Says $7M For Duane Reade Investigation Too Much

    The Second Circuit today cast doubt on an order commanding $7.6 million in restitution for legal bills from two law firms' work investigating malfeasance by a former Duane Reade CEO, ordering a lower court to recalculate “necessary” expenses under the Victims and Witnesses Protection Act.

  • February 3, 2015

    Nevada AG Ends Suit Over $9.2B Albertsons, Safeway Merger

    Nevada's attorney general has settled litigation alleging that the recently closed $9.2 billion merger of supermarket chains Albertsons LLC and Safeway Inc. would have been anti-competitive, after the companies agreed to divest some of their supermarkets, according to a Tuesday filing in Nevada federal court.

  • January 30, 2015

    Texas Industries' Settlement In $2.7B Merger Row Gets OK

    A Texas federal judge on Friday preliminarily approved a settlement in an investor class action alleging Texas Industries Inc.’s $2.7 billion sale to Martin Marietta Materials Inc. undervalued the Texas cement maker while lining board members' pockets.

  • January 30, 2015

    Chancery Finds Stock Price Fair In $1.6B Deal

    A Delaware Chancery judge ruled Friday that the $32-per-share price in the $1.6 billion buyout of by a private equity firm was indeed fair value for the merger, rejecting an argument by several hedge fund shareholders that the deal should have been valued at up to $47 per share.

  • January 30, 2015

    Valeant Eyes $296M Prostate Drug In 1st Post-Allergan Play

    In its first major deal since Allergan Inc. thwarted its blockbuster takeover campaign last year, Valeant Pharmaceuticals International Inc. said late Thursday it has struck a tentative agreement to buy a prostate-cancer treatment and other assets from bankrupt Dendreon Corp. for $296 million.

  • January 29, 2015

    FTC Halts Phoebe Putney Merger Challenge To Talk Deal

    The Federal Trade Commission on Wednesday slammed the brakes on a case to force Phoebe Putney Health System Inc. to divest one of its hospitals, saying it is considering a settlement to end the matter.

Expert Analysis

  • The Moving Target Of Ministerial Consent In Nigeria

    Ben James

    While the upstream sector in Nigeria has seen high levels of mergers and acquisitions activity in recent years, the Nigerian High Court's Moni Pulo decision casts doubt on the settled understanding of what types of upstream interest transfers require ministerial consent, say Ben James and Adam Blythe of Bracewell & Giuliani LLP.

  • Tips For Dealing With Open Source Issues In M&A

    Jeffrey Johnson

    For both the buyer and seller, understanding the implications of the target’s use of open source software should play a significant role in preparing for, and evaluating, a contemplated merger or acquisition, say Jeffrey Johnson and Michelle Pham of Pryor Cashman LLP.

  • Report Highlights Continued Need For CFIUS Planning

    Farhad Jalinous

    The recently published annual report from the Committee on Foreign Investment in the United States shows a decline in reviewed transactions for 2013, an increase in cases taken to the 45-day investigation phase and some notable developments regarding the countries most active in CFIUS reviews, say attorneys with Kaye Scholer LLP.

  • 2 Delaware Cases May Slow Appraisal Arbitrage Momentum

    Mark D. Gerstein

    Two appraisal cases out of Delaware involving CKx Inc. and mark an important judicial response to the recent spike in “appraisal arbitrage,” which may effectively subdue the rise of this practice. The scope of these decisions, however, should not be overstated, say attorneys with Latham & Watkins LLP.

  • Behavioral Health And Other Rumblings From JPMorgan 2015

    Richard S. Grant

    After conversations with numerous health care private equity funds and lenders at the JPMorgan Healthcare Conference, we can report that the behavioral health sector continues to generate a great deal of buzz. In addition to some of the widely reported multifacility large investments, there is much more interest from funds in serial acquisitions of discrete facilities or operations, say attorneys with McGuireWoods LLP.

  • How Activists Use Lack Of Information To Achieve Results

    Patrick Tucker

    Emboldened by an enormous influx of funds and several high-profile “wins” over the last several years, activists have increasingly honed their communications strategies, making unequivocally incomplete statements designed to shift public perception broadly while also gaining tactical victories against targeted companies, says Patrick Tucker, senior vice president at financial communications firm The Abernathy MacGregor Group.

  • Allergan Fuels Tension Over Schedule 13D Disclosure

    Jonathan R. Tuttle

    An unresolved question that was brought into sharper relief in the Allergan Inc. takeover battle is whether the 10-day initial filing requirement for Schedule 13D filings should be shortened. Although not necessarily implicated in this case, critiques of the current beneficial ownership regime have focused on the use of derivatives to sidestep the Schedule 13D reporting requirements, say attorneys with Debevoise & Plimpton LLP.

  • In-House Counsel's Dirty 'Little' Secret: Data Leakage

    Jennifer Topper

    Not every data breach is a massive headline-grabbing theft of consumer credit card information. As significant as these events may seem, the more dangerous and prevalent threats are the least visible — occurring through "data leakage." Put simply, this is raw meat awaiting a strike by the plaintiff’s bar, says legal industry adviser Jennifer Topper.

  • 6 Lessons From 9th Circ. St. Luke's Decision

    Meytal McCoy

    Although it focuses specifically on a health care acquisition, the Ninth Circuit's recent decision in St. Alphonsus Medical Center v. St. Luke’s Health System is instructive on a broad range of antitrust issues, says Meytal McCoy of Mayer Brown LLP.

  • FERC's New Merger Review Proposal And Its Impact

    Mark C. Williams

    A proposed policy would significantly expand the scope of the ratepayer protection commitments that must be offered by electric utilities seeking Federal Energy Regulatory Commission approval for mergers and, as a result, may materially alter the financial calculus for companies considering those transactions. The proposed policy may also make recovery from bankruptcy even more challenging and uncertain, say attorneys with Morgan L... (continued)