Mergers & Acquisitions

  • 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.

  • August 28, 2014

    SynQor Shareholder Suit Nixed Over Buyout Deal

    A Delaware Chancery judge on Wednesday tossed a putative class action by SynQor Inc. shareholders who claimed senior management's buyout deal shortchanged minority stockholders of the power conversion company, ruling the transaction was an appropriate exercise of business judgment.

  • August 27, 2014

    Tyson Agrees To Sell Sow Biz Ahead Of Hillshire Merger

    Tyson Foods Inc. agreed Wednesday to sell off its Heinold Hog Markets sow-purchasing division, settling an antitrust suit filed the same day by the U.S. Department of Justice over Tyson’s $8.55 billion bid to acquire Hillshire Brands Co.

  • August 26, 2014

    Chancery Won't End Astex Buyout Case, Citing Lack Of Notice

    A Delaware Chancery Court judge declined Monday to close a consolidated shareholder class action challenging Astex Pharmaceuticals Inc.'s planned $886 million buyout by Japanese drugmaker Otsuka Holdings Co. Ltd., saying the parties failed to notify remaining class members that the plaintiffs dropped the case and were divvying up attorneys’ fees.

  • August 26, 2014

    Ex-Porsche Execs Must Face German Trial Over Axed VW Deal

    A German appeals court ruled Tuesday that two former Porsche Automobil Holding SE executives must face trial on criminal market manipulation charges stemming from the company's unsuccessful effort to acquire Volkswagen AG, reversing a lower court's decision.

  • August 25, 2014

    HP Blocked From Hiring Plaintiffs' Attys In Autonomy Row

    A California federal judge ordered Hewlett-Packard Co. shareholders Monday to revise a proposed settlement in their derivative suit over HP's $11.1 billion Autonomy Corp. acquisition, vetoing a clause under which the plaintiffs' attorneys would be paid $18 million to help HP sue Autonomy’s top brass.

  • August 25, 2014

    Objecting Stockholders Can't Tap $11M Class Deal For Fees

    A Delaware Chancery judge on Friday denied a bid by certain Orchard Enterprises Inc. stockholders for reimbursement of attorneys’ fees out of a $10.7 million settlement in a separate action challenging the music and video distributor's 2010 cash-out merger with majority shareholder Dimensional Associates LLC.

  • August 21, 2014

    Allergan Suit May Not Stop Meeting To Replace Board

    A California federal judge refused to fast-track Allergan Inc’s insider trading suit against Valeant Pharmaceuticals International Inc. as it attempts a hostile takeover of Allergan, ruling Thursday that a special board meeting won't necessarily be put on hold during litigation.

  • August 20, 2014

    Aeroflex, Shareholders Strike Deal Over $1.5B Cobham Merger

    The putative class of shareholders suing private equity-controlled Aeroflex Holding Corp. over a proposed $1.46 billion acquisition of the communication equipment supplier by British defense manufacturer Cobham PLC told the Delaware Chancery Court late Tuesday that it had hammered out an agreement to resolve two lawsuits challenging the deal.

  • August 20, 2014

    Lehman Trustee Wants 2nd Circ. Rehearing Over $4B Assets

    The Lehman Brothers Inc. liquidating trustee on Tuesday asked for the full Second Circuit to rehear his claims that Barclays PLC is not entitled to $4 billion in Lehman Brothers Inc. trading collateral, arguing that a panel’s decision could allow attorneys to negotiate bankruptcy sales in secret.

  • August 19, 2014

    Plant Insulation Co. Beats Insurers' Appeal Of Reorg Plan

    A California federal judge on Monday rejected protests from a group of Plant Insulation Co.'s insurance carriers to a Chapter 11 plan that creates an asbestos injury compensation trust, ruling the plan offers the trust a viable path for taking control of the reorganized entity.

  • August 19, 2014

    Susser, Shareholders Work Out Deal Over $1.8B ETP Merger

    Texas-based convenience store and fuel retailer Susser Holdings Corp. said Monday that it has reached a deal to potentially settle two putative shareholder class actions in Delaware court, which are challenging Susser's $1.8 billion merger with Energy Transfer Partners LP.

  • August 18, 2014

    Skadden's $4M Fee Award In Radnor Bankruptcy Upheld

    A Delaware federal judge on Thursday affirmed a bankruptcy court’s $4 million fee award to Skadden Arps Slate Meagher & Flom LLP for its work representing defunct packaging company Radnor Holdings Corp., rejecting the former Radnor CEO's appeal stemming from the company's sale to a hedge fund.

  • August 18, 2014

    2nd Circ. Adds Depth To Morrison's Bright Line

    The Second Circuit took the U.S. Supreme Court's Morrison v. National Australia Bank ruling into its own hands on Friday, boldly saying the bright-line test proposed by the high court in the 2010 landmark case should only be the first step in deciding whether certain securities claims should be subject to U.S. jurisdiction.

  • August 18, 2014

    2nd Circ. Says Missed Deadlines Sink $124M Twitter Suit

    The Second Circuit is refusing to take up an appeal contesting the dismissal of a $124 million suit alleging Twitter engineered a failed private sale before its IPO, saying plaintiffs Precedo Capital Group Inc. and Continental Advisors SA failed to meet filing deadlines to appeal the ruling.

  • August 15, 2014

    Brigham Investors Lose Class Cert. In Suit Over Statoil Buy

    A Texas appeals court on Friday decertified a class of Brigham Exploration Co. shareholders who alleged the company was undervalued in its $4.4 billion acquisition by Statoil ASA, finding a trial judge hadn’t adequately considered the companies’ pled defenses.

  • August 15, 2014

    2nd Circ. Affirms Toss Of Suit Over Porsche's Bid For VW

    Nearly two and a half years after oral arguments, the Second Circuit on Friday affirmed a lower court's decision to toss claims brought by hedge funds that attempted to recoup about $2 billion in losses from Porsche Automobil Holding SE's prospective takeover of Volkswagen AG. 

  • August 13, 2014

    Donald Sterling Can't Stop $2B Clippers Sale: Appeals Court

    A California appeals court on Wednesday refused Donald Sterling’s last-ditch effort to block his wife’s $2 billion sale of the Los Angeles Clippers to former Microsoft CEO Steve Ballmer, finding they had no power to stop the already completed deal.

  • August 13, 2014

    2nd Circ. Axes $3.8M Tax Refund In PT-1 Trustee Case

    The Second Circuit on Wednesday overturned a $3.8 million tax refund award, the result of deals made more than a decade ago, given to a trustee of bankrupt PT-1 Communications Inc. after finding the bankruptcy court that awarded the money didn’t have the authority to determine the refund claim.

  • August 13, 2014

    Verizon To Pay $95M To Settle FairPoint Acquisition Row

    Verizon Communications Inc. has agreed to pay FairPoint Communications Inc.’s litigation trust $95 million to settle a $2 billion fraudulent transfer suit alleging Verizon lured FairPoint into a “disastrous” acquisition that drove it into bankruptcy, according to New York bankruptcy court documents filed Tuesday.

Expert Analysis

  • 5 Reasons Large Companies Are Turning To Boutique Firms

    David M. Levine

    The departure of attorneys from large firms is a trend that has increased as a result of the Great Recession and its aftermath, and boutique firm partners who previously worked at large firms understand the potential large-firm pitfalls, say attorneys with Levine Kellogg Lehman Schneider & Grossman LLP.

  • How To Protect In-House Legal Privilege Internationally

    Martje Verhoeven-de Vries Lentsch

    Many companies regularly communicate with in-house legal advisers all over the globe. Are these communications privileged? By answering five questions, companies and attorneys can perform a high-level, initial assessment of legal privilege protection in a multijurisdictional context, says Martje Verhoeven-de Vries Lentsch of De Brauw Blackstone Westbroek and Haynes and Boone LLP.

  • 2nd Circ. Has Made Morrison Standard Even More Arbitrary

    J. Robert Brown Jr.

    The Second Circuit was appropriately concerned with the implications of the Section 10(b) test set forth by the U.S. Supreme Court in Morrison v. National Australia Bank. But in ParkCentral Global Hub Ltd. v. Porsche Automobile Holdings, the court developed a test only used to deny the availability of Rule 10b-5, says J. Robert Brown Jr. of Sturm College of Law at the University of Denver.

  • Tales From The Dark Side Of Emerging Markets

    Kevin Atkins

    The challenges facing investors in emerging markets can increase exponentially when host governments are interventionist and prioritize nationalistic policies over the development of resource wealth, as seen in some transactions in the oil and gas sector, say Kevin Atkins and Rahwa Gebretnsaie of Chadbourne & Parke LLP.

  • The 8 Gotchas Of Technology Contracting: Part 2

     Craig Auge

    Contracts for providing and obtaining technology establish important, often long-term relationships. When they involve mission-critical products and services, the impact of a flawed contract can be devastating, says Craig Auge of Vorys Sater Seymour and Pease LLP.

  • The 8 Gotchas Of Technology Contracting: Part 1

    Craig Auge

    Every business runs at least in part on technology — and, when contracting for technology products and services, the “gotchas” don’t discriminate based on size or industry. All parties can benefit from avoiding these situations, says Craig Auge of Vorys Sater Seymour and Pease LLP.

  • Tax-Free REIT Spinoffs Could Be The Next Big Thing

    Thomas A. Humphreys

    Windstream Holdings Inc.’s recent tax-free real estate investment trust spinoff highlights an intriguing option for U.S. corporations — particularly those in the technology, telecommunications or utility sector — as the IRS continues to expand the range of “real estate” assets that can be held by an REIT, say Thomas Humphreys and Matthew Lau of Morrison & Foerster LLP.

  • From The Book Of Jargon: Accelerated Share Repurchase

    In this short video — the latest installment from the "Book of Jargon" — Latham & Watkins LLP partner Rafal Gawlowski defines "accelerated share repurchase."

  • 4 Trends In FTC Antitrust Regulation And Enforcement

    Leslie John

    The Federal Trade Commission has increasingly challenged conditional pricing practices, but without articulating a bright-line rule. Practitioners should always consider whether the economic realities of a client’s industry lends itself to one analysis over the other, say attorneys with Ballard Spahr LLP.

  • Corp. Governance Politics: Much Ado About Symbolic Change

    Edward B. Rock

    The rhetoric used by shareholder activists on all sides should be taken with a large pinch of salt — most issues described as momentous generally are not — and these symbolic battles may divert attention from more meaningful reform, say professors at the New York University School of Law and the University of Pennsylvania Law School.