Mergers & Acquisitions

  • October 24, 2014

    6th Circ. Upholds GM's Win In $3B Suit Over Saab Sale

    General Motors Co. did not interfere with the bankruptcy sale of Saab Automobile AB by issuing public statements signaling its disapproval of the deal between Dutch car maker Spyker NV and Chinese investors, the Sixth Circuit ruled Friday, upholding the dismissal of a $3 billion suit.

  • October 24, 2014

    Ex-BNY Mellon Manager Admits Tipping Scheme

    A former Bank of New York Mellon Corp. manager pled guilty on Friday to earning more than $700,000 by trading on inside tips from a business school classmate about impending acquisitions in the pharmaceutical industry.

  • October 21, 2014

    ‘Consent-To-Settle’ Insurance Issue Sent To Ga. High Court

    The Eleventh Circuit asked Georgia’s high court on Tuesday for help resolving a real estate trust’s appeal claiming XL Specialty Insurance Co. must pay a $4.9 million shareholder-suit settlement, including a key question involving “consent to settle” clauses in insurance agreements.

  • October 20, 2014

    Revel Auction Loser Can’t Void Brookfield Sale, Judge Says

    A New Jersey bankruptcy judge on Monday formally rebuffed a motion to invalidate the auction of Atlantic City’s bankrupt Revel Casino Hotel, dismissing a losing bidder’s claims of a tainted auction days after the bidder filed notice of appeal.

  • October 20, 2014

    Warburg, Bridgepoint Directors Beat $250M Tender Offer Suit

    A California federal judge on Friday said Bridgepoint Education Inc.'s approval of a 2013 tender offer with Warburg Pincus Private Equity VIII LP was based on "classic business judgment," tossing a shareholder derivative suit claiming the offer allowed Warburg to unfairly rake in nearly $250 million in profits via a share buyback.

  • October 17, 2014

    Skadden Dispute Over Radnor Sale To Stay In Bankruptcy Court

    A Delaware federal judge on Friday denied defunct packaging company Radnor Holdings Co.'s motion to move an adversary case out of bankruptcy court, after its former executive failed to convince judges that Skadden Arps Slate Meagher & Flom LLP conspired with a hedge fund to sell off its assets.

  • October 14, 2014

    KKR, KFN Prevail In Chancery Suit Over $2.6B Deal

    A Delaware judge on Tuesday dismissed a putative class action by KKR Financial Holdings LLC shareholders who claim they were shortchanged in a $2.6 billion takeover by KKR & Co. LP, finding that KKR didn't control KFN's board when it had approved the merger. 

  • October 7, 2014

    Texas Exec Found Liable For Co.'s $9M Tax Shelter Plan

    The U.S. Tax Court said Tuesday that a former officer and director of a Texas chemical storage facility is liable for over $9 million in tax deficiencies and penalties the company incurred after engaging in a series of sales that were tax shelter transactions.

  • October 6, 2014

    Calif. Appeals Court Gives Duped Investors Shot At Remedy

    A California appeals court ruled Monday that investors in the defunct software company Sesame Technologies Inc. are entitled to a remedy after a trial court found that two former Sesame executives breached their fiduciary duties to them by selling off the company's assets, rendering the investors' ownership interest worthless.

  • October 3, 2014

    Ensign, Exec Must Pay $16M To Man Fired Before $52M Deal

    A Texas state court has ordered Ensign Services LLC and a vice principal of the energy company to pay roughly $16 million to a former employee of FE Services LLC for cutting him out of Ensign’s $52 million purchase of the Texas oil company.

  • October 1, 2014

    FDIC, JPMorgan Pare Some WaMu Tax Liability Claims

    JPMorgan Chase NA and the Federal Deposit Insurance Corp. told a D.C. federal court Tuesday that they will stop fighting about the FDIC's responsibility to cover some outstanding tax liabilities imposed against JPMorgan after buying Washington Mutual Inc. because some tax authorities dropped their claims.

  • October 1, 2014

    Exec Gets 15 Months In EBay Insider Trading Case

    A Pennsylvania federal judge on Wednesday sentenced the former president of an e-commerce firm acquired by eBay Inc. who pled guilty to insider trading connected to the takeover to 15 months in prison, a fraction of what the executive had faced.

  • September 30, 2014

    Del. High Court Reverses Appriva Investors' $250M Ev3 Win

    The Delaware Supreme Court on Tuesday ruled a trial court should not have allowed Appriva Medical Inc. shareholders to argue a nonbinding letter of intent affected a merger agreement with ev3 Inc., which was financially backed by Warburg Pincus, reversing a jury’s $250 million judgment against ev3 for breaching the agreement.

  • September 30, 2014

    Goldman, Others Get Initial Approval For $590M LBO Deals

    A Massachusetts federal judge on Monday granted initial approval to $590 million in settlements with a class of shareholders who claim Goldman Sachs Group Inc., Carlyle Group LP and several other private equity firms teamed up to keep leveraged buyout prices low.

  • September 26, 2014

    Chancery Allows Early Appeal In $255M Cornerstone Deal Suit

    A Delaware Chancery judge on Friday allowed Cornerstone Therapeutics Inc. director defendants to appeal his ruling that kept them on the hook for breach of fiduciary duty claims related to Chiesi Farmaceutici SpA's $255 million buyout of the company, as the investor lawsuit moves forward.

  • September 26, 2014

    Cartica's Merger Suit Dies On Purchaser-Seller Grounds

    A New York federal judge has dismissed a shareholder challenge to CorpBanca SA and Itau Unibanco Holding SA's proposed $3.7 billion merger, ruling that only purchasers or sellers can attempt such injunctions — a question the judge said many appeals courts have declined to touch.

  • September 25, 2014

    Dresser-Rand Can't Bar $32M Share Sale During Merger Row

    A Texas appeals court on Thursday declined to revive Dresser-Rand Group Inc.’s bid to stop a Spanish energy investor from selling off $32 million in stock amid an ongoing merger dispute, saying that the state’s courts have no authority to hear the case.

  • September 23, 2014

    Robbins & Myers Wins Toss Of Suit Over $2.5B Energy Merger

    An Ohio federal judge on Monday tossed a proposed shareholder class action against Robbins & Myers Inc. alleging the energy and pharmaceutical equipment manufacturer undervalued itself in a $2.5 billion merger with National OilWell Varco, ruling the plaintiff had sold his shares and had no standing to pursue the claims.

  • September 17, 2014

    Tax Court Rules Mass. Merger Created $30M Taxable Gift

    A U.S. tax judge on Wednesday ruled a Massachusetts couple had failed to report a $29.6 million gift to their sons when their company and their sons’ business merged, but they were not liable for penalties because they relied on their lawyer's advice.  

  • September 17, 2014

    Mentor Investors' Appeal Over $1.1B J&J Sale Tossed

    A California appeals court has ended investor litigation against Mentor Corp. over its $1.1 billion sale to Johnson & Johnson, saying the breast-implant maker's board didn't betray shareholders by choosing the $31-per-share offer, ignoring much higher estimates, because the financial context was uncertain in late 2008 when the sale was conceived.

Expert Analysis

  • Sterling Case Offers Valuable Trustee Incapacity Insight

    Shari A. Levitan

    The dispute between Donald and Shelly Sterling — resolution of which determined the control of the trust that owned the Los Angeles Clippers and whether it could be sold for a reported $2 billion — highlights the steps required for trustee removal, and raised other interesting issues as to the relevant degree of capacity required for certain actions and the time at which the measure of capacity was taken, say Shari Levitan and Stac... (continued)

  • An Associate's Perspective On Business Development

    Jason Idilbi

    Let’s face it: Taking friends or acquaintances to Justin Timberlake concerts or golf at the Ocean Course is not how we as law firm associates are going to develop business. Our primary value comes not from out-of-office networking jaunts but from bearing a laboring oar for our partners. Which is why our best approach to business development is more likely from the inside out, says Jason Idilbi of Moore & Van Allen PLLC.

  • New Lessons From Rural/Metro II For M&A Parties, Advisers

    Peter J. Rooney

    The Delaware Court of Chancery’s decision this month in the case of Rural/Metro Corp. Stockholders Litigation awarding nearly $76 million in damages against a seller’s financial adviser highlights the difficult strategic questions nonsettling defendants face by proceeding alone to trial, including whether to put on trial the conduct of the settling defendants, say attorneys with Orrick Herrington & Sutcliffe LLP.

  • New Jurisdictional Issues When Moving To Quash A Subpoena

    Steven Luxton

    The Nevada federal court's recent ruling in Agincourt Gaming LLC v. Zynga Inc. is an important reminder that a nonparty wanting to challenge a civil subpoena should consider carefully the appropriate jurisdiction in which to file a motion to quash under recently enacted Rule 45, say Steven Luxton and Brad Nes of Morgan Lewis & Bockius LLP.

  • Canada's Proposed Takeover Bid Rules Are Target-Friendly

    Ralph Shay

    Newly proposed amendments to Canada's takeover bid legislation would address long-standing concerns that the current regulatory regime tilts the playing field too far in favor of hostile bidders, says Ralph Shay of Dentons Canada LLP.

  • The Impact Of Boilermakers Continues To Be Felt

    Celia Taylor

    Relying on and further strengthening the import of Boilermakers Local 154 Retirement Fund v. Chevron Corp., a recent decision in a shareholder suit involving Chemed Corp. shows the power of boards to have their say as to where intracorporate litigation will take place and who will pay for it, says Celia Taylor of Sturm College of Law at the University of Denver.

  • Who Runs My Joint Venture?

    Sean A. Bryan

    It is common for investment funds and other entities, whether in the form of a limited liability company or limited partnership, to have boards of advisers or otherwise provide for consultation with nonmanaging equity owners. The partnership or operating agreement should be explicit in granting authority, if any, or disclaiming authority, as is more customary, says Sean Bryan of Akin Gump Strauss Hauer & Feld LLP.

  • The Root Cause Of Skyrocketing Defense Costs

    Douglas W. Greene

    The costs of defending securities class actions continue to increase, and the root cause is the convergence of two related factors — the prevailing view that securities class actions are “bet the company” cases, and the consequent reflexive hiring of BigLaw firms, says Douglas Greene of Lane Powell PC.

  • What Litigators Can Learn From Novelists

    Michael H. Rubin

    Many legal briefs are written in impenetrable jargon and begin with an introduction telling the court what it already knows, using words that stem from the 18th century, such as “hereinafter.” Instead, we should approach briefs the way novelists approach their writing, says Michael Rubin of McGlinchey Stafford PLLC.

  • Start To Think About Entering China's Health Care Market

    Tim Stratford

    After the news this past July that German hospital operator Artemed had signed a framework agreement to establish the first wholly foreign-owned hospital in the Shanghai Pilot Free Trade Zone, foreign investors anxious for an opening into China’s tightly regulated health care sector may have further reason for optimism, say attorneys with Covington & Burling LLP.