Mergers & Acquisitions

  • October 7, 2015

    FTC Steris-Synergy Merger Challenge Halted After Court Loss

    The Federal Trade Commission on Wednesday withdrew an administrative proceeding that it had launched to block Steris' $1.9 billion acquisition of Synergy Health just days after the agency said it wouldn’t challenge an Ohio federal judge’s recent decision to allow the deal to proceed. 

  • October 1, 2015

    Merrill Lynch On Its Own In Suit Over $690M Zale-Signet Deal

    A Delaware state judge on Thursday dismissed Signet and the Zale board of directors from shareholder litigation over the companies’ $690 million merger, but said Merrill Lynch must face allegations that it was conflicted when advising the board.

  • October 1, 2015

    United Pilots Score Cert. In $225M Merger Payout Deal Row

    An Illinois federal judge on Wednesday certified a class of United Airlines pilots who sued their union over allegedly mishandling $225 million in retroactive payments due to the pilots, saying the group was defined and numerous enough to proceed with the class action.

  • September 30, 2015

    3rd Circ. Allows Nightclub To Keep Lease At Revel

    The owner of nightclubs housed in the shuttered Revel Hotel Casino will maintain its lease under a Third Circuit decision released Wednesday that formalized an emergency ruling made earlier this year, when the club pleaded to stay the venue’s sale to a Florida developer after it went bankrupt.

  • September 30, 2015

    Pa. Justices Snub Post-Merger Asbestos Liability Cap Appeal

    The Pennsylvania Supreme Court said Tuesday that it will not hear an appeal of a decision upholding the constitutionality of a law that limits the liability for Pennsylvania-based businesses that may have merged with companies facing the risk of asbestos liability.

  • September 29, 2015

    DOJ Orders Divestiture In $4B Cox, Dealertrack Deal

    Cox Automotive Inc. has agreed to divest an inventory management unit of business software company Dealertrack Technologies Inc. in order to complete its proposed $4 billion acquisition of the company, the U.S. Department of Justice announced Tuesday.

  • September 29, 2015

    Spain’s Top Court Says $4M Mediaset Merger Fine Too Big

    Spain’s Supreme Court on Monday threw out an antitrust watchdog's €3.6 million ($4.05 million) fine against Mediaset over a missed deadline in the merger of its Spanish channel Telecinco with another, ordering the fine be recalculated proportionally to the company's actions.

  • September 25, 2015

    Canadian Pacific Made $300M Upgrades As Promised, STB Says

    The Surface Transportation Board ruled Friday that Canadian Pacific Railway Co. lived up to its promise to invest $300 million in road and rail facilities upgrades in South Dakota after its 2008 acquisition of a regional railroad, shooting down a petition from the state saying otherwise.

  • September 24, 2015

    M&T Merger May Near Close After Hudson City Redlining Deal

    Allegations that Hudson City Bank was involved in redlining of black and Hispanic neighborhoods was one of the many regulatory hurdles to its proposed merger with M&T Bank, but Thursday's $33 million resolution of those claims could remove one of the last remaining barriers to the long-delayed tie-up.

  • September 24, 2015

    FTC Loses Bid To Block $1.9B Steris-Synergy Deal

    An Ohio federal judge refused on Thursday to preliminarily block Steris Corp.'s $1.9 billion acquisition of Synergy Health PLC, concluding that the Federal Trade Commission didn't have evidence that U.K.-based Synergy likely would have launched new competing sterilization technology in the U.S. without the merger.

  • September 24, 2015

    Hudson City Bank To Pay $33M To Settle Redlining Claims

    Hudson City Savings Bank on Thursday agreed to pay nearly $33 million to settle federal claims that it denied access to mortgage credit to black and Hispanic borrowers by implementing discriminatory redlining policies in the largest such settlement to date.

  • September 23, 2015

    2nd Circ. Sorts Out Venue Squabble In $75M Oil Co. Suit

    The Second Circuit on Wednesday affirmed two judgments in litigation between Offshore Exploration and Production LLC, Ecopetrol SA and Korea National Oil Corp. over how to decide whether a $75.3 million tax bill should be paid out of escrowed funds from the sale of an Offshore unit to the other two.

  • September 18, 2015

    DOT Orders Train Dispatchers To Arbitrate Row Over $214M Deal

    The U.S. Department of Transportation's Surface Transportation Board on Friday denied a petition by the American Train Dispatchers Association seeking to postpone implementation of a $214.5 million transaction, saying that the issues must first be resolved in arbitration.

  • September 18, 2015

    New Attys Key To Reviving Google, News Corp. MySpace Suit

    A California federal judge agreed Friday to revive a former owner’s proposed class action claiming News Corp., Google Inc. and InterActive Corp. conspired to lower the price of MySpace before News Corp. bought it — but only if he hires new counsel within 30 days.

  • September 16, 2015

    Judge Won't Alter Probation For Ex-PetroTiger CEO

    A federal judge in New Jersey has declined to relax probation reporting obligations for the ex-PetroTiger CEO who pled guilty to bribing a South American official, determining the limitations were a consequence of the three-year sentence the defendant received in June.

  • September 15, 2015

    El Salvador Finalizes Pact To End Geothermal Energy Row

    El Salvador said Monday that it has finalized a $280 million agreement with Italy's Enel Green Power SpA to buy its 36.2 percent stake in a local geothermal energy venture, ending a more than eight-year dispute and sealing the Italian renewable energy group’s exit from the country.

  • September 14, 2015

    IRS Loses Appeal Over $24M LifeCare Sale Tax Bill

    The Third Circuit on Monday let stand LifeCare Holdings Inc.'s $320 million bankruptcy sale to Carlyle Group LP, rejecting a government challenge over the structure of the deal that left $24 million in capital gains tax incurred on the sale unpaid.

  • September 10, 2015

    PDVSA Appeals Conoco's Right To Buy Stake In Refinery Unit

    Venezuelan state-owned oil company Petroleos de Venezuela SA plans to appeal after a New York federal judge upheld ConocoPhillips' acquisition of its 50 percent stake in a coking unit at a Texas refinery, setting the stage for the latest round in the long-running dispute.

  • September 8, 2015

    Thermo Fisher Sanctioned Over Flubbed Depo In Fraud Suit

    Thermo Fisher Scientific Inc. was ordered Tuesday to pay for a do-over deposition of a defense witness who was unprepared for questions about allegations the biotech concealed a drug cartel's threats of violence against a Mexico facility that Thermo Fisher sold to private equity firm OpenGate Capital Group LLC.

  • September 4, 2015

    Allied Denied $8M Refund Of St. Luke's FTC Defense Costs

    Allied World National Assurance Co. can't get reimbursement from St. Luke's Health System Ltd. for nearly $8 million in defense costs in a Federal Trade Commission antitrust suit, an Idaho federal judge ruled Friday, saying a policy exclusion doesn't apply because no court found that St. Luke's obtained any financial gain.

Expert Analysis

  • Delaware Affirms The Power Of A Stockholder Majority

    Martin Seidel

    In Corwin v. KKR Financial Holdings, the Delaware Supreme Court recently confirmed the reluctance of the state's courts to second-guess the disinterested stockholder majority’s determination of what is in their best interest, say attorneys with Cadwalader Wickersham & Taft LLP.

  • Don’t Burst My Bubble! IRS Provides Clarity For F Reorgs

    Bryan Smith

    Given F reorganizations' many potential uses, the guidance in recently issued IRS regulations, in particular the confirmation that such reorganizations may in fact occur “in a bubble” without impacting the treatment of related transactions, is welcome, say attorneys with Perkins Coie LLP.

  • Some Useful Insights From Steris-Synergy Merger Case

    Barbara T. Sicalides

    It is unlikely that the Ohio federal court's decision in Federal Trade Commission v. Steris will affect the viability of the future competition theory. However, some of the more practical elements of the case include a possible judicial roadmap for the review of mergers involving a potential market entrant, say Barbara Sicalides and Benjamin Eichel of Pepper Hamilton LLP.

  • Restocking The Buyer’s Private M&A Toolkit Post-Cigna

    Daniel L. Serota

    While there have been many suggestions about how buyers should address the issues raised by Cigna v. Audax, these solutions are often impractical. What is needed is an alternative approach that restores the economic risk allocation that was available pre-Cigna without imposing deal risk, timing delays or reducing value, say Daniel Serota and John-Alex Shoaff of Greenberg Traurig LLP.

  • 5 Things Clients Never Tell Their Lawyers


    Given the times we live in, it is almost inevitable that everyone will, sooner or later, need to consult with legal counsel. With that in mind, I thought it might be interesting to discuss a few things that clients just won't tell their lawyers, says Francis Drelling, general counsel of Specialty Restaurants Corp.

  • Privacy Risk Considerations In Health Care IT Investments

    Erin Whaley

    By whatever name you call it — health information technology, digital health, mobile health, telehealth — there is a lot of private equity and venture capital money flowing to this space. But to help mitigate the risk of your health IT investment becoming a headline, it is imperative that you carefully examine your target’s privacy and security practices, says Erin Whaley of Troutman Sanders LLP.

  • Disclosure-Only Settlements Face Continued Scrutiny

    Israel Dahan

    Vice Chancellor Sam Glasscock, in a stockholder case related to Riverbed Technology's go-private deal, recently expressed serious reservations about the broad releases provided to Riverbed’s directors in exchange for enhanced disclosures. This and other recent rulings highlight the Delaware Chancery Court’s efforts to ensure that meritorious merger challenges are litigated, say attorneys with King & Spalding LLP.

  • Specialty Pharmacy Market Ripe For Private Equity Buyers

    Richard S. Grant

    M&A activity in the specialty pharmacy sector has been quite active, as witnessed by a number of key recent deals spread across different players, including large pharmacy providers and big-box retailers. Although increased valuations are expected to follow, opportunities remain for private equity sponsors able to understand the complex regulatory framework, say attorneys with McGuireWoods LLP.

  • New Data On Bank M&A Approvals — And Some Takeaways

    Mitchell S. Eitel

    Based on information in the Federal Reserve’s recent Semiannual Report on Banking Applications Activity and our own analysis of application approval data, Federal Reserve approval is obtainable, even for relatively large, complex or protested bank mergers, within six to 12 months in the vast majority of cases, say attorneys with Sullivan & Cromwell LLP.

  • 10 Marketing Tips From A Young Partner Perspective

    Richard Segal.jpg

    No one ever told you in law school that once you received the highly coveted associate job in a big firm, that to really succeed at that job and climb the ranks quickly you need to take on a second job — marketing, says Richard Segal of Kluger Kaplan Silverman Katzen & Levine PL.