An Oklahoma federal judge on Thursday dismissed a lawsuit accusing Continental Resources Inc. of withholding information from shareholders about a $313 million oil assets acquisition, ruling that Continental executives didn't breach their fiduciary duties because a proxy statement contained enough information about the deal.
Micron Technology Inc. nudged closer to completing its $2 billion acquisition of bankrupt rival Elpida Memory Inc. on Wednesday after a Japanese court rejected an appeal from bondholders challenging Elpida's reorganization plan and the underlying merger between the chipmakers.
A Georgia federal judge on Wednesday temporarily blocked Phoebe Putney Health System Inc. from further integrating its operations with a nearby rival, a ruling that comes in the Federal Trade Commission's antitrust challenge of the now-consummated $195 million acquisition.
A Texas appeals court on Tuesday ruled that a pair of oil and gas investors could not recover a commission their broker made on a $60 million offshore oil rig acquisition after allegedly misappropriating the investors’ business plan to steer the deal to another client.
An Australian high court ordered a Rio Tinto PLC unit on Friday to pay royalties to two billionaire-backed companies, finding that a 1970 joint venture agreement was still in place despite Rio Tinto losing rights to the land for several years.
Private equity firm KKR & Co. LP must face a class action alleging its $525 million sale of Primedia Inc. in 2011 was unfair to the publisher’s minority investors because it shielded KKR from a potentially valuable insider trading claim, a Delaware judge ruled on Friday.
The Sixth Circuit on Friday revived a lawsuit brought by former Metaldyne Corp. employees accusing Heartland Industrial Partners LP of invalidating their pension plan to avoid paying them $13 million when it sold the company, finding the state-law suit not preempted by federal law.
A New York state judge on Friday awarded $4 million in fees to a group of 14 plaintiffs firms for their work in a shareholder class action challenging the $16.5 billion sale of Goodrich Corp. in 2011, one of the larger fee awards in recent years for a disclosure-only settlement.
A German banker sentenced to eight-and-a-half years in prison for accepting a $44 million bribe in connection with private equity firm CVC Capital Partners Ltd.’s acquisition of a controlling interest in Formula One racing reportedly dropped his appeal of his sentence on Friday.
A U.K. appeals court rejected embattled hedge fund Harbinger Capital Partners LLC's challenge of an assessment that its shares in fallen British lender Northern Rock PLC are worth nothing, the same day the company struck a deal with U.S. regulators that included an industry ban.
Former minority shareholders of CNX Gas Corp. will receive $42.7 million to settle a class action that challenged Consol Energy Inc.'s $960 million deal to take CNX private in 2010, according to documents filed Wednesday in Delaware Chancery Court.
A Sprint Nextel Corp. shareholder on Tuesday urged a Kansas federal judge to enjoin the company and its top brass from consummating a $20.1 billion tie-up with Softbank Corp., saying investors will face irreparable harm without a preliminary injunction.
The Second Circuit on Friday affirmed the dismissal of a shareholder derivative suit over General Electric Co.’s mortgage-servicing acquisitions, agreeing with a lower court that the plaintiffs had failed to adequately plead their claims.
Media-financing firm Aramid Entertainment Fund Ltd. failed Tuesday to persuade a New York state appeals court to reverse a lower court’s decision tossing its $190 million suit claiming Hollywood financier David Bergstein and others lied about Aramid to disrupt its planned $130 million asset sale to a private equity firm.
A Pennsylvania judge on Monday dismissed seven putative class actions alleging H.J. Heinz Co.'s board failed to solicit other offers before accepting a $28 billion buyout from 3G Capital Partners Ltd. and Berkshire Hathaway Inc., clearing the way for a Tuesday vote to finalize the deal.
A Delaware bankruptcy judge on Monday signed off on joint Chapter 11 plans for Dex One Corp. and SuperMedia Inc., sealing a merger of the two Yellow Pages publishers that has been more than two years in the making.
The Eleventh Circuit on Friday sent the Federal Trade Commission's antitrust challenge of Phoebe Putney Health System Inc.'s now-consummated $195 million acquisition of a nearby rival back to district court, a ruling that follows the FTC's push for a quick remand.
Willkie Farr & Gallagher LLP on Thursday won its bid to toss a malpractice suit claiming that it exposed the former private equity owner of Extended Stay Inc. to a $100 million liability stemming from the hotel chain's bankruptcy.
Citing the statute of limitations, a New York state appellate court on Thursday affirmed the dismissal of a complaint brought by Norex Petroleum Ltd. against Russian billionaires, BP PLC and others alleging they plotted to steal Norex’s $500 million stake in a Russian oil company.
Moelis & Co. LLC has agreed to pay $5 million to former Rural/Metro Corp. shareholders to settle class claims that the financial adviser helped push through a lowball private equity bid for the medical transport company in 2011, according to a letter filed Thursday in Delaware Chancery Court.
The pros of using predictive coding far outweigh the cons. Given the heavy pressure on law firms and in-house counsel to reduce discovery costs, as well as the Justice Department's recent stance on the subject, it appears predictive coding will continue to emerge from the obscure world of legal technology to the mainstream of legal practice, say Michael Moscato and Myles Bartley of Curtis Mallet-Prevost Colt & Mosle LLP.
As demand for behavioral health services increases, and those individuals with need have insurance that will pay for it, the growth potential for behavioral health services is significant. Private equity investors are well-poised for jumping into this market to bring new business models and innovation to the industry, say attorneys with McGuireWoods LLP.
The U.S. Securities and Exchange Commision’s “unbundling” requirements have largely been the stuff of SEC lore — periodically referred to but rarely seen in corporate governance matters. However, thanks to the high profile dispute between David Einhorn’s Greenlight Capital and Apple, the unbundling rules may finally be coming out of the shadows, say attorneys with King & Spalding LLP.
In 2012, shareholders challenged 93 percent of all merger and acquisition transactions with a value greater than $100 million and 96 percent of M&A transactions with a value greater than $500 million. In other words, it almost is inevitable nowadays that litigation will follow a merger or going private announcement — with an average of about five lawsuits per transaction, say attorneys with Arnold & Porter LLP.
Not every company can be the next Facebook. But thankfully, for many startups, generating one billion users is not the end goal, nor should it be. Enter “narrowcasting” — one of a few reasons to be optimistic about venture capital, despite the first quarter of 2013 being the slowest for fundraising since 2002, says David Kaufman of Thompson Coburn LLP.
In the past, the IRS informally warned taxpayers not to seek technical advice on the applicability of the “which day” rule in the acquisition contex because they might not be happy with the agency's position. These statements were prescient, as the IRS recently released guidance on the subject, say attorneys with Paul Hastings LLP.
The decision by the Allegheny County Court of Common Pleas in In re H.J. Heinz Co. Derivative and Class Action Litigation represents a faithful application of the American Law Institute’s Principles of Corporate Governance, which were formally adopted by the Pennsylvania Supreme Court in the landmark decision Cuker v. Mikalauskas, say attorneys with Dechert LLP.
Although it is too early to predict whether we will see a true wave of appraisal cases, current market conditions and developments suggest that dissenters’ rights may merit a reappraisal, say attorneys with Kirkland & Ellis LLP.
Recent remarks by Bruce Karpati, chief of the Asset Management Unit of the U.S. Securities and Exchange Commission, as well as recent enforcement cases by the SEC, demonstrate an increased focus on the private equity sector — in particular, on aggressive fundraising disclosures, conflicts of interest and “zombie funds,” among other things, say Scott Naidech and Garrett Lynam of Chadbourne & Parke LLP.
In resolving Morgans Hotel Group Co. Kalisman v. Friedman, the Delaware Court of Chancery carefully drew the line to allow discovery of communications between counsel and a special committee that the plaintiff-director was a member of, but shielded communications between counsel and a subcommittee on which the plaintiff-director did not serve, says Herbert Kozlov of Reed Smith LLP.