Mergers & Acquisitions

  • April 21, 2015

    Arizona Iced Tea Founders Settle $1B Buyout Dispute

    The feuding co-founders of Arizona iced tea got early approval in New York court on Tuesday of a deal that would end their billion-dollar dispute over how much their company was worth and will clear the way for Domenick Vultaggio to buy out his former partner’s stake.

  • April 21, 2015

    9th Circ. Won't Rehear St. Luke's Merger Fight

    The Ninth Circuit on Monday declined to reconsider a ruling that forced St. Luke’s Health System Ltd. to unwind its purchase of a physician practice group, despite the health care provider’s contention that a panel of judges made key errors.

  • April 20, 2015

    Chancery Hits El Paso Unit With $171M Judgment In Deal Row

    A Delaware Chancery judge ruled Monday that a unit of El Paso Corp. was too deferential to its parent's wishes and paid $171 million too much for part of a nearly $1.9 billion liquefied natural gas pipeline deal, finding the unit liable for the overpayment.

  • April 20, 2015

    Ga. High Court Sides With XL In 'Consent-To-Settle' Fight

    The Georgia Supreme Court on Monday found that XL Specialty Insurance Co. isn't required to pay for all of Piedmont Office Realty Trust Inc.'s $4.9 million settlement of a shareholder class action, holding that Piedmont's failure to obtain XL's consent for the deal dooms the policyholder's breach of contract suit against the insurer.

  • April 17, 2015

    McDermott Can't Get Antioch Malpractice Suit Going Again

    An Ohio federal judge refused Friday to restart a paused malpractice suit against McDermott Will & Emery LLP over the firm's advice to former scrapbooking giant Antioch Co. LLC on employee stock payouts, despite the firm's insistence that no settlement is possible and that a Sixth Circuit ruling could add a year to the litigation.

  • April 15, 2015

    RBS Didn't Mislead Investors About RMBS Exposure: 2nd Circ.

    The Second Circuit on Wednesday tossed a class action accusing the Royal Bank of Scotland PLC of lying about its exposure to residential mortgage-backed securities, finding that none of the bank’s allegedly misleading statements give rise to fraud claims.

  • April 13, 2015

    EU Hints Approval Of Hitachi's $2B Bid For Italian Rail Assets

    The European Union’s competition watchdog on Saturday preliminarily found that Hitachi Ltd.’s proposed up-to-$2 billion acquisition of Italian conglomerate Finmeccanica SpA’s rail assets is likely aligned with the scope of the EU’s merger law.

  • April 9, 2015

    Execs' $18M Suit Over Morgans Takeover Reinstated

    A New York state appeals court revived the claims of two Las Vegas nightlife company executives against Morgans Hotel Group Inc. on Thursday, saying a lower court judge too broadly defined terms voiding an $18 million payout after a 2013 takeover.

  • April 7, 2015

    News Corp. Handed Win In Poison Pill Suit

    A Delaware Chancery judge on Tuesday tossed a suit accusing News Corp. of breaching a settlement agreement by extending a poison pill provision absent shareholder approval, calling the plaintiff’s claim that the media giant was obligated under the agreement “absurd” in its broad reading of the contract.

  • April 6, 2015

    General Atlantic Settles Suit Over ProxyMed Bankruptcy

    Private equity firm General Atlantic LLC and one of its directors on Monday settled a lawsuit brought by medical information technology company ProxyMed’s liquidating trustee alleging their actions led to the company’s bankruptcy.

  • April 3, 2015

    Judge Says BMO Must Arbitrate Poaching Suit Against UBS

    A Texas federal judge on Wednesday stayed BMO Capital Markets Corp.'s suit against UBS Financial Services Inc. for allegedly poaching energy acquisitions employees who stole proprietary information, saying the court would dismiss the suit if BMO doesn't participate in mandated arbitration.

  • April 3, 2015

    Citgo Dodges Conoco Depo Over Alleged Secret PDVSA Sale

    A Houston judge on Thursday nixed ConocoPhillips' bid to depose Citgo Petroleum Corp. representatives over an alleged attempt by Venezuela’s state-run oil company, Petroleos de Venezuela SA, to avoid paying international arbitration awards by secretly selling off its U.S. assets in Citgo.

  • April 3, 2015

    Allscripts To Pay $10M To End Investor Suit Over Merger Woes

    Allscripts Healthcare Solutions Inc. has agreed to pay nearly $10 million to end a proposed shareholder class action that alleges the health care information technology company hid problems sparked by a 2010 merger with Eclipsys Corp., according to documents filed Thursday.

  • April 2, 2015

    Master Recused In Ex-Myspace Exec's Row With News Corp.

    A Delaware master on Thursday recused herself from a suit claiming News Corp., Sony Corp. and others schemed to take control of Myspace Inc. and parent company Intermix Inc., saying Intermix’s ousted CEO seeks to add the master's former firm Potter Anderson & Corroon LLP as a defendant.

  • March 30, 2015

    Sprint Pays $131M To Hang Up On Nextel Merger Suit

    Sprint Nextel Corp. agreed Monday to pay $131 million to settle a shareholder class action against the company and several former top executives over stock losses investors allegedly suffered during the company’s $37.8 billion merger with Nextel in 2005.

  • March 30, 2015

    Del. Justices Nix NorthPointe's $15M Award In Contract Row

    The Delaware Supreme Court on Friday tossed a $15.1 million award to NorthPointe Capital LLC managers in a breach of contract dispute stemming from their $25 million buyout of Nationwide Mutual Insurance Co.’s controlling stake in NorthPointe, saying that a lower court muddied the contract terms.

  • March 27, 2015

    Ex-Logica Manager Gets 10 Mos. For Insider Trading

    A former manager at the multinational IT firm Logica PLC was sentenced on Friday to 10 months in prison on three counts of insider trading ahead of the company's acquisition by a Canadian rival, according to the U.K.’s markets regulator.

  • March 27, 2015

    Kinross Pays $33M To Settle Securities Suit Over African Mine

    Plaintiffs accusing Kinross Gold Corp. of misleading investors over the prospects of a West African mine it sought to acquire through a merger asked a New York federal judge on Thursday to preliminarily approve a $33 million settlement deal that would halt a proposed securities class action.

  • March 26, 2015

    German Appeals Court Nixes Suit Over Axed Porsche-VW Deal

    A German appeals court on Thursday tossed a suit brought by a group of hedge funds claiming that they lost money in Porsche Automobil Holding SE after the company’s unsuccessful effort to acquire Volkswagen AG, finding that the plaintiffs failed to show that Porsche had intended to cause harm with the way it conducted the bid.

  • March 25, 2015

    Quarles & Brady Can't Dodge Fraud Claims In Investor Row

    A California federal judge on Tuesday trimmed defamation and discrimination claims but left alone fraud and negligence claims in a suit accusing Quarles & Brady LLP of shutting out the only foreign investor of a rubber tire manufacturing company by tricking the other investors into altering the operating agreement to exclude foreign investors.

Expert Analysis

  • Chancery Limits Preferred Stock Mandatory Redemption

    Abigail Pickering Bomba

    The Delaware Chancery Court’s holding in TCV v. TradingScreen has increased the risk for preferred stockholders in their being able to exit investments under mandatory redemption provisions. Stockholders seeking to protect their exit rights should consider, among other things, penalty provisions triggered by nonpayment rather than default, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Ball-Rexam: Not A Typical 3-To-2 Merger

    David Balto

    It is unsurprising that the Federal Trade Commission recently issued a second request to investigate Ball Corporation’s acquisition of Rexam PLC — along with Crown Holdings Inc., these three companies provide just over 60 percent of aluminum beverage can volume globally. However, it is clear that Ball and Rexam are subject to competitive constraints not apparent from a simplistic review of market shares, say David Balto and James K... (continued)

  • Calculus Of Going Hostile: Recent Lessons From The Field

    David N. Shine

    Since Valeant/Pershing Square’s high-profile offer for Allergan last year, there have been 12 unsolicited, public offers by strategic bidders for U.S.-listed companies. While it is clear that these hostile bids have been exciting for deal junkies, it is equally clear that hostile bidders have been remarkably unsuccessful in ultimately acquiring their targets, say David Shine and Jordan Goldman of Paul Hastings LLP.

  • Maximizing Value In The Disposition Of Portfolio Cos.

    Stephen Fields

    Private equity sellers are looking for bidders to offer the highest price possible, and for buyers that are willing to live with their one-sided terms and conditions. But what happens frequently is that buyers will hedge their position, says Stephen Fields of Dentons.

  • How EU Competition Regulators Assess Oil And Gas M&A

    Juan Rodriguez

    The proposed acquisition of BG Group by Royal Dutch Shell highlights the importance of a thoughtful analysis of the impact of European competition law when considering a combination in the oil and gas industry. As a result of its extensive experience in the sector, the European Commission has developed a clear, detailed analytical framework to assess the competitive effects of such combinations, says Juan Rodriguez of Sullivan & Cromwell LLP.

  • 2015 Begins With A Drop In FCPA Enforcement Activity

    Marc Bohn

    The pace of enforcement under the U.S. Foreign Corrupt Practices Act has slowed considerably in 2015, with just three resolved enforcement actions during the year’s first quarter — all brought by the U.S. Securities and Exchange Commission — which represents the lowest level of enforcement to begin a year since 2006, say Marc Bohn and Austen Walsh of Miller & Chevalier Chtd.

  • Virginia's ‘Rocket Docket' Continues To Roar

    Robert M. Tata

    The Eastern District of Virginia ― known as the “Rocket Docket” ― had the fastest trial docket in the country in 2014, for the seventh year in a row. The median time interval to trial was 12.5 months. That’s compared to a nationwide average of 24.9 months to try a case, says Robert Tata, managing partner of Hunton & Williams LLP's Norfolk, Virginia, office.

  • Appraisal Rights Waivers After Halpin V. Riverstone

    Brian E. Krob

    The ability of common stockholders in Delaware corporations to prospectively waive appraisal rights has been taken for granted. However, Halpin v. Riverstone National Inc., a case decided in the Delaware Court of Chancery, questions the effectiveness of such a waiver, say Brian Krob and Kimberly Rovtar of Nixon Peabody LLP.

  • 2 Routes To Hourly Rates For Lawyers

    Gerald G. Knapton

    If we were developing a system to determine legal fees from a clean slate, we would price our professional services according to quality, efficiency and results — tasks and team would be agreed upon. Instead, we have an hourly system that discourages tight management, can lead to padded bills and includes time for work that may not have been necessary, says Gerald Knapton of Ropers Majeski Kohn & Bentley PC.

  • St. Luke's: A Major Step Back In Merger Efficiencies

    David Balto

    The Ninth Circuit’s recent St. Luke’s decision involving the vertical acquisition of a provider group by a health system in Idaho seems to severely restrict the efficiencies defense in a fashion inconsistent with the goals of antitrust law and sound enforcement policy, say David Balto and James Kovacs of the Law Offices of David Balto.