Mergers & Acquisitions

  • October 21, 2016

    Ruling Against Offshore Partnerships Final, 3rd Circ. Says

    A Third Circuit panel refused Friday to upend a lower court determination refusing dismissal of an Internal Revenue Service fight with limited liability companies contesting an offshore tax burden from a $180 million technology company transaction, instead agreeing that the matter is final.

  • October 19, 2016

    Yahoo Beats Securities Suit Over Alibaba Investment

    Yahoo beat a pension fund’s accusations that the technology giant has been illegally operating as an investment company after a California federal judge ruled Wednesday that a 16-year-old pact with the U.S. Securities and Exchange Commission trumped the investors’ claims.

  • October 18, 2016

    2nd Circ. Shuts Down ITT Suit Over Acquired Patent

    The Second Circuit rejected ITT Corp.’s bid to revive its claims the principal of a company it bought in a $395 million merger in 2007 lied to them about the validity of one of the company’s patents, ruling Tuesday the suit was filed too late.

  • October 18, 2016

    Sears On Road To Settling Chancery Fight Over $2B REIT Deal

    Shareholders challenging Sears Holdings Corp.’s roughly $2 billion sale of 235 properties to its real estate investment trust told the Delaware Chancery Court late Monday that the sides have come to an agreement in principle after mediation that could lead to a settlement of the dispute.

  • October 17, 2016

    $150M GCL Bid Wins SunEdison Solar Material Business

    SunEdison has selected Chinese manufacturer GCL-Poly as the winning bidder for the bankrupt renewable energy company’s solar material business with a $150 million proposed purchase price, according to documents filed Monday in New York court.

  • October 17, 2016

    Stock Transfer Agent Gets 2 Years For $1.5M Fraud

    The former owner of a stock repurchasing company will spend the next 2.5 years behind bars for illegally tapping into $1.5 million in investor funds to keep his business afloat, according to a Monday ruling in Illinois federal court.

  • October 13, 2016

    United Pilots' $2M Settlement With Union Over Back Pay OK'd

    An Illinois federal judge on Thursday gave the go-ahead to a $2 million settlement agreement between a class of United Airlines Inc. pilots and their labor union, ending the pilots’ claims that the union shortchanged them while doling out $225 million in back pay following United’s merger with Continental Airlines.

  • October 12, 2016

    $3M Settlement, $450K Fee OK'd In Del. Mavenir Merger Suit

    A Delaware judge approved a $3 million shareholder settlement and a trimmed-down $450,000 attorneys' fee award Wednesday to resolve allegations that Mavenir Systems Inc.’s CEO linked keeping his job to a price cut for the company’s $560 million sale to Mitel Networks in early 2015.

  • October 12, 2016

    Investor Suit Over OM Group’s $1B Sale To Apollo Tossed

    A Delaware Chancery Court on Wednesday dismissed a proposed class action targeting the board members of OM Group Inc. over the company’s $1 billion buyout by Apollo Global Management, saying that the shareholder vote protects the directors through the business judgment rule.

  • October 12, 2016

    Allergan Investors Urge Class Cert. In Insider Trading Row

    Allergan investors accusing Valeant Pharmaceuticals of unlawfully tipping off hedge fund Pershing Square about an unsolicited $55 billion takeover bid of Allergan asked a California federal judge Tuesday to grant the suit class action status, saying they were harmed by the alleged insider trading scheme.

  • October 11, 2016

    Fortress Affiltate Investor Gets Do-Over In $1.4B Deal Suit

    A Delaware Chancery judge late Friday gave an investor in an affiliate of Fortress Investment Group LLC another chance to challenge its $1.4 billion purchase of Home Loan Servicing Solutions Ltd., ruling that there were “potentially viable claims” pled that some directors may be conflicted.

  • October 11, 2016

    Chancery Says Books-A-Million Takeover Followed Guidelines

    A Delaware Chancery Court judge has tossed a suit by Books-A-Million investors claiming that company directors breached their fiduciary duty by approving a $21 million takeover by the book retailer’s controlling shareholder, saying the deal satisfied framework established by the state’s high court for such transactions.

  • October 6, 2016

    Anthem-Cigna Infighting Should Be Divulged, Judge Told

    Anthem and Cigna should give the U.S. Department of Justice some parts of internal memos allegedly showing infighting between the two companies as part of the government’s suit challenging their proposed $54 billion merger, a special master recommended to a D.C. federal judge Thursday.

  • October 6, 2016

    FTC Says Minn. Providers Can Merge Without Noncompetes

    The Federal Trade Commission on Thursday said two central Minnesota health care providers are clear to merge, as long as the larger one releases some of its physicians from noncompete contract clauses, which would allow them to leave the practice but remain working in the area.

  • October 6, 2016

    Seyfarth NY Litigation Head Drops Profit-Sharing Litigation

    Seyfarth Shaw LLP New York litigation head Jonathan Wolfert has settled litigation with two of his former partners at a now-defunct law firm after exchanging millions of dollars in claims and counterclaims with the duo over the past two years, a court filing shows.

  • October 5, 2016

    Lyondell Trustee's Clawback Claims Survive, NY Judge Says

    A New York federal judge on Wednesday refused to reconsider her ruling allowing unsecured creditors of Lyondell Chemical Co. to try to claw back $6.3 billion in payments to shareholders, cementing her finding that the company’s CEO’s actions could be ascribed to the company.

  • October 4, 2016

    Accountant Ducks Buchanan's Negligence Claims In AFL Row

    Bollenback & Forret PA on Tuesday escaped malpractice allegations by former counsel of a bankrupt Florida surgeon who is suing over his doomed purchase of an arena football team, when a federal judge found that the accounting firm cannot be made the new target of an action against the attorneys at Buchanan Ingersoll & Rooney PC.

  • October 4, 2016

    NY Court Won't Ax Suit Over Stake In $55B Russian Oil Deal

    A New York appellate court said Tuesday that two billionaires must face a suit by their former partner, a Russian politician, for his alleged $2 billion share of a $55 billion oil venture sale, saying the claims aren’t too old since they stem from a 2013 transaction.

  • October 4, 2016

    Anheuser Gets Beer Drinkers' $100B Merger Fight Dumped

    An Oregon federal judge on Monday dismissed an antitrust suit brought against Anheuser-Busch InBev by a group of beer consumers who wanted to block the company’s $100 billion merger with SABMiller, ruling that the plaintiffs failed to show the deal will increase the merged company’s share of the U.S. beer market.

  • October 3, 2016

    Ex-MySpace Owner Declared Vexatious Litigant

    A California federal judge declared former MySpace owner Brad Greenspan a vexatious litigant on Friday after he filed 16 "frivolous" motions in a lawsuit that accused Google Inc., News Corp. and owner Interactive Corp. of depressing MySpace’s price ahead of its 2005 sale.

Expert Analysis

  • When Your Client Is The President

    C. Boyden Gray

    Every day, it seemed that virtually the entire day was spent trying to shape the news. Balancing the media day-to-day with the need for strategic planning requires staff to stay in their positions rather than congregate around the ball. Yet the impulse to run to the action is as tempting in the White House as on the soccer field, says C. Boyden Gray, who served as White House counsel for President George H.W. Bush.

  • China’s New Social Credit System Presents Complications

    Lester Ross

    China recently issued a document that advances the institution of a disciplinary system by which all entities and individuals will be rated according to their social credit scores. Foreign-invested enterprises and other foreign entities may be particularly vulnerable, say Lester Ross and Tingting Liu of WilmerHale.

  • Corporate Voting Standards Are Not That Standard

    Daniel E. Wolf

    As we enter the homestretch of the presidential election and the quadrennial bewilderment at the vagaries of the Electoral College system, it is an opportune moment to highlight that the voting standards for corporate shareholder approvals in the United States can be similarly confounding, say Daniel Wolf and Michael Brueck of Kirkland & Ellis LLP.

  • When Your Client Is The President

    Peter J. Wallison

    I was given immediate responsibility for responding to the Iran-Contra crisis. My problem as a lawyer was what to do about all the requests for files, documents and other information that were coming in from investigators. Ultimately, it came down to this: What do I believe about my client? says Peter Wallison, who served as White House counsel for President Ronald Reagan.

  • Antitrust Authorities Step Up Merger Enforcement

    Howard Morse

    Obama administration antitrust enforcers have faced criticism over the last year for not being sufficiently aggressive. The U.S. Department of Justice and the Federal Trade Commission appear to have responded by increasing enforcement. And the Third Circuit, in FTC v. Penn State Hershey, recently bolstered these efforts, say attorneys with Cooley LLP.

  • When Your Client Is The President

    Fred F. Fielding

    The experience of preparing for the 1981 air traffic controller strike brought home to me the responsibility a lawyer owes to his or her client — be it an average citizen, a corporation or a president, says Morgan Lewis & Bockius LLP partner Fred Fielding, who served as White House counsel for Presidents Ronald Reagan and George W. Bush.

  • Bridging The Gap Between Outside And Inside Counsel

    Andrew S. Chamberlin

    Results from a recent International Association of Defense Counsel survey reveal a significant disconnect between inside and outside lawyers when it comes to perceptions of their own effectiveness versus the perceptions of their counterparts on the other side of the fence, say Andrew Chamberlin, a partner at Ellis & Winters LLP, and Orlyn Lockard, associate general counsel at Siemens Corp.

  • When Your Client Is The President

    William E. Casselman II

    My experience with the Nixon pardon, the Nixon tapes, the construction of the White House swimming pool, and other matters well out of the ordinary for a president’s lawyer taught me that in the practice of law one should learn to expect and cope with the unexpected, says William Casselman, who served as White House counsel for President Gerald Ford.

  • So You Want To Be A Partner? You Need A Mentor

    Rebecca Glatzer

    Not all aspects of the partnership process are within an attorney’s power. However, there are some factors that an associate can control on the path to partnership, the most important of which are the relationships cultivated along the way, says Rebecca Glatzer of Major Lindsey & Africa.

  • Recent Application Of MFW Confirms 3 Important Principles

    Christopher E. Austin

    The Delaware Chancery Court's recent opinion in a shareholder suit challenging the buyout of Books-A-Million clarifies the obligations of controlling stockholders when it comes to going-private and similar transactions. The opinion also indicates the continued viability of MFW despite the efforts of the plaintiffs bar to limit its benefits, says Christopher Austin of Cleary Gottlieb Steen & Hamilton LLP.