A federal judge on Monday approved a consent judgment that settles U.S. Securities and Exchange Commission claims against Frank Mazzola and his two firms for $500,000, concluding a two-year case involving funds set up to buy securities in Facebook Inc. and other companies ahead of their initial public offerings.
A North Carolina appeals court Tuesday upheld the 2012 state regulatory decision that allowed energy giant Duke Energy Corp. to purchase Progress Energy Inc. in a $32 billion deal that created the country's largest electric company.
A Pennsylvania federal judge granted preliminary approval Monday to a deal in which Michael Baker Corp. will fork over more information to investors who had alleged the company’s $397 million sale to a private-equity-backed government contractor was “grossly inadequate.”
Morgans Hotel Group Co. has agreed to settle a web of securities litigation lodged by private equity firm Yucaipa Cos. LLC and shareholder OTK Associates LLC over an allegedly botched debt swap and other alleged fiduciary violations, the company said in a Monday regulatory filing.
Canadian gold miner Osisko Mining Corp. on Monday agreed to drop its attempt in Quebec Superior Court to block Goldcorp Inc.'s $2.6 billion hostile takeover bid and open up its books to Goldcorp by April, hinting that another offer might be floated soon.
The Texas Supreme Court said Friday that the former owner of an oilfield service company who sold his business for $33 million and later sued the buyers over alleged post-acquisition mismanagement is subject to statutory and contractual venue provisions that control disputes arising out of the merger.
The Federal Trade Commission has signed off on the $1.26 billion merger of Nielsen Holdings N.V. and Arbitron Inc., settling its charges that the deal would raise prices in the yet-be-established market for cross-platform audience measurement services, the FTC announced Friday.
A New Jersey bankruptcy judge on Thursday cleared the way for liquidation firm Gordon Brothers Retail Partners LLC to handle closeout sales for the bankrupt discount clothing retailer Dots LLC and start shutting down Dots’ nearly 360 stores across the U.S.
A Delaware court on Friday gave Vivendi SA a month to supply documents about the $8.2 billion sale of its majority stake in Activision Blizzard Inc. back to the game publisher, allowing discovery to move forward over allegations the deal was forced because Vivendi “desperately needed liquidity.”
An Ohio federal judge brought an end to a three-year malpractice suit alleging Kelley Drye & Warren LLP botched a merger and a release from an employment agreement, approving on Thursday a settlement between the law firm and Capital City Energy Group Inc.
A South Carolina state judge on Wednesday preliminarily approved an $81 million settlement in a consolidated shareholder class action alleging billionaire financier Wilbur Ross and his company breached their fiduciary duty regarding a 2006 merger of two Ross-owned companies.
A Delaware Chancery judge ruled Tuesday that Italian television magnate Carlo Vichi had not shown that Dutch electronics giant Koninklijke Philips Electronics NV was liable on claims it misled him into lending €200 million ($274 million) to a massive failed joint venture between the company and LG Electronics Inc.
A New York appeals court on Tuesday revived a breach of contract claim in a suit in which Wyle Inc. alleged ITT Corp. failed to disclose a government audit on a lucrative contract when it sold aerospace subsidiary CAS Inc. to Wyle for $235 million.
The Tenth Circuit on Tuesday asked the Colorado Supreme Court to decide whether the notice-prejudice rule applies to claims-made insurance policies or only to occurrence policies, in a coverage dispute over claims that a company officer made misrepresentations during a merger.
Dialysis giant DaVita HealthCare Partners Inc. expects to pay $389 million and unwind nearly a dozen joint ventures to resolve anti-kickback investigations surrounding its relationships with kidney doctors, it said Tuesday.
A Delaware federal judge recommended Tuesday throwing out Partners Healthcare Solutions Holdings LP's lawsuit to declare meritless contract breach claims brought by $220 million merger partner Universal American Corp., writing that the issues will be evaluated in another action where Universal accuses it of fraudulently inducing the deal.
The Third Circuit on Monday upheld a jury's finding that a convicted investor and related trust wrongly failed to disclose a material interest in Musicland Stores Corp. prior to a lucrative buyout, denying their request for a new trial and removal of an ordered $31 million disgorgement and interest.
A Delaware federal judge on Friday denied an appeal by Hybrid Tech Holdings LLC, suitor of Fisker Automotive Holdings Inc., of a bankruptcy court's decision to cap its credit bid at $25 million, keeping the auction for the shuttered electric carmaker on track for Wednesday.
A class of investors who claim that Stillwater Capital Partners and Gerova Financial Group Ltd. swindled them out of $100 million agreed to settle with the defendants, according to an order signed by a New York federal judge on Wednesday.
The Ninth Circuit on Tuesday refused to revive a putative class action challenging Southwest Airlines Co.'s $1.4 billion merger with AirTran Holdings Inc., ruling that the consumers had no evidence to show they were harmed by the deal.
Private equity buyers operating in a competitive mergers and acquisitions auction landscape may naturally find it desirable to minimize legal diligence efforts early in the bid process. However, conducting sufficient early-stage diligence will send the right signal to the seller and may aid in the buyer’s efforts to push for exclusivity quickly before spending large amounts of money on full-scale due diligence, say attorneys with Vinson & Elkins LLP.
The economy has had a marked impact on the alternative dispute resolution industry, but much of that impact comes directly from the new dynamics between law firms and their clients. ADR providers have been keen observers of these trends and are learning to react creatively. It’s not all a bed full of roses from the ADR side, but there have been some positive changes, says Chris Poole of JAMS.
Most notable about China's most recent conditional merger approval decision were the faster speed of the review and the Ministry of Commerce's increased use of economic analysis. The decision on Thermo Fisher Scientific Inc.'s acquisition of Life Technologies Corp. also highlights MOFCOM's willingness to impose remedies that go beyond what other jurisdictions require, say attorneys with Jones Day.
The Delaware Court of Chancery recently rejected a party’s attempt to object to the production of documents located in France on basis of the French Data Protection Act. Given the court’s reputation and influence in corporate litigation, In re Activision Blizzard Inc. Stockholder Litigation does not augur well for foreign parties hoping to resist U.S.-style discovery on basis of their country’s data privacy statute, says Pierre Grosdidier of Haynes and Boone LLP.
Cloud users must know how to use the cloud responsibly to prevent later difficulties with document production. When negotiating a cloud service agreement, users should look for certain services that will prove useful when responding to discovery requests, such as comprehensive search options, instant suspension of the auto-delete function, and preservation of metadata and embedded data, say attorneys with Sidley Austin LLP.
As the mergers and acquisitions markets in Asia continue to mature, U.S. and European multinationals involved in such markets are more frequently experiencing the clash in approaches to M&A risk allocation. As a general matter, stock sale and purchase agreements negotiated by English lawyers tend to place greater risk on purchasers than is typical in agreements negotiated by U.S. lawyers, says Jonathan Stone of Skadden Arps Slate Meagher & Flom LLP.
In an age of heightened litigation risk and motivated regulators, private equity and other investment firms cannot focus simply on their own legal compliance, but must remain diligent with respect to the portfolio companies in which they invest. Ways to mitigate secondary liability risks include requiring the election of a majority of independent directors at the portfolio company, say Ari Berman and Amy Tankersley of Vinson & Elkins LLP.
Ideally, implementing the type of Foreign Corrupt Practices Act review suggested by U.S. regulators in cross-border mergers and acquisitions will uncover any evidence of corruption before a deal is inked. But even if it does not, the exercise can provide a range of significant benefits, not the least of which is identifying “red flags” that can be addressed in deal documents and incorporated into the buyer’s integration plans, say attorneys with Dentons.
In stark contrast to the changing environment for the majority of lawyers today, the evolution for the general counsel is driven less by necessity than by opportunity. Today’s GC may touch every aspect of his or her organization to solve challenges and propel the company forward, keeping the GC far ahead of what is expected of the average lawyer, says James Merklinger, vice president and general counsel of the Association of Corporate Counsel.
Identifying market trends for private-company mergers and acquisitions proves challenging due to the inherent lack of data. While there are a number of studies that allow practitioners the opportunity to compare their experience to a compilation of transaction data, no study can accurately capture the nuances present in each M&A transaction that impact the terms finally agreed to by the parties, says Lisa Hedrick of Hirschler Fleischer PC.