Mergers & Acquisitions

  • May 24, 2016

    Texas Judge Won't Block Sale Of BASF Chemical Unit

    A Texas federal judge on Monday blocked a bid by Swiss chemical conglomerate INEOS Technologies USA LLC to stop BASF Corp. from selling a catalyst unit to W.R. Grace & Co., holding that BASF had complied with a contractual requirement giving INEOS the right of first refusal to buy the catalyst assets.

  • May 20, 2016

    Chelsea Shareholders Lose Suit Over Drugmaker's Sale

    The Delaware Chancery Court dismissed shareholder litigation Friday alleging Chelsea Therapeutics International Ltd.'s board acted in bad faith by omitting two projections from disclosures ahead of the drugmaker's 2014 sale, ruling the optimistic earnings forecasts were unlikely to be realized.

  • May 19, 2016

    $13B Salix-Valeant Merger Row Tossed In Del. Chancery

    Delaware’s Chancery Court late Thursday tossed a shareholder challenge to Salix Pharmaceuticals Ltd.’s $13.1 billion sale to Valeant Pharmaceuticals Inc., finding the two-count suit failed to support viable claims against either company.

  • May 19, 2016

    2nd Circ. Halts Wachtell Malpractice Row During NY Appeal

    The Second Circuit on Wednesday paused CVR Energy Inc.’s bid to revive its federal malpractice suit against Wachtell Lipton Rosen & Katz over the company's post-takeover bank fees, until the appeal of a similar state court action plays out in New York.

  • May 19, 2016

    GM-Bought Driverless Car Co. Settles Founder Equity Suit

    The founder of driverless car technology company and recent GM acquisition Cruise Automation Inc. reached a deal with a former business acquaintance Thursday to end litigation over claims the acquaintance holds an equity stake in the young company.

  • May 18, 2016

    Witness-Free Staples Defense Was No Match For FTC Theory

    A D.C. federal judge's opinion blocking Staples' $6.3 billion deal for Office Depot shows that the Federal Trade Commission was on strong legal ground with a nationwide contract market theory echoing the agency's successful Sysco case, leaving the companies with a factual burden they couldn't handle without calling any witnesses, experts said.

  • May 17, 2016

    Amazon Couldn't Save Staples-Office Depot Deal, Judge Says

    One week after blocking a proposed $6.3 billion merger between Staples and Office Depot, a D.C. federal judge explained on Tuesday that he wasn’t convinced Amazon Business and other companies would be able to replace the lost competition fast enough.

  • May 11, 2016

    Chancery Knocks T. Rowe Price Funds Out Of Dell Appraisal

    A Delaware Chancery judge on Wednesday knocked several T. Rowe Price funds' stock out of the appraisal case over Dell’s $25 billion go-private deal, ruling that the shares are not eligible for judicial valuation because they were voted in favor of the transaction despite the investment firm’s intentions to the contrary.

  • May 10, 2016

    Staples, Office Depot Drop $6.3B Merger After FTC Injunction

    Staples and Office Depot said they would drop their $6.3 billion merger Tuesday after a D.C. federal judge agreed to block the deal on the Federal Trade Commission's allegations the companies' tie-up would dominate the market for business office supplies.

  • May 9, 2016

    FTC, Pa. Can't Block Hospital Merger

    The Federal Trade Commission and Pennsylvania cannot put the merger of Penn State Hershey Medical Center and PinnacleHealth System on hold for an administrative challenge, a Pennsylvania federal judge ruled Monday, rejecting the government’s market definition and saying the merger could benefit patients.

  • May 6, 2016

    Biolitec Can't Re-Litigate $70M Contempt Order, 1st Circ. Says

    The First Circuit on Friday upheld a Massachusetts federal court’s order setting possible contempt sanctions against Biolitec AG in a patent dispute at $70 million, finding its untimely challenge to overturn the order “reeks of an attempt at re-litigation.”

  • May 6, 2016

    Texas Justices Refuse To Review Atty Hospital Fraud Row

    The Texas Supreme Court denied a rehearing request Friday from an attorney found liable on appeal for his clients' alleged conspiracy to take over three hospitals purchased out of bankruptcy along with other investors, opening the door to his $7.6 million liability verdict being resurrected.

  • May 6, 2016

    Covisint Pays $8M To Settle Shareholder Suit Over IPO

    Covisint Corp., the cloud-based endeavor founded by a consortium of automakers including General Motors and Ford, agreed Thursday to pay $8 million to a class of shareholders alleging in New York federal court that the company's initial public offering documents were misleading.

  • May 6, 2016

    $690M Zales-Signet Merger Survives Del. High Court Challenge

    With caveats, the Delaware Supreme Court upheld a two-part Chancery Court dismissal of class challenges to the $690 million Zales-Signet Jewelers merger, finding Friday that the lower court properly gave deference to the business judgment of the Zales board's “fully informed, uncoerced vote.”

  • May 5, 2016

    Daiichi Sankyo Wins $385M From Ranbaxy's Ex-Owners

    The former owners of Ranbaxy Laboratories Ltd. said Thursday that an arbitrator has ordered them to pay 25.63 billion Indian rupees ($385 million) in damages to Japan's Daiichi Sankyo Co. Ltd., which bought a majority stake in Ranbaxy in 2008, though an appeal may be in the works.

  • May 4, 2016

    Ex-JPMorgan Trader's Dad Gets Probation For Insider Trading

    The father of a former JPMorgan investment banker accused of illegally trading on inside tips about health care industry mergers involving clients of the bank and the son's subsequent employer on Wednesday was sentenced to four years' probation.

  • May 2, 2016

    SEC Settles With Exec Who Traded On Tokyo Electron Deal

    A former Silicon Valley-based executive for a Japanese semiconductor manufacturer settled with the U.S. Securities and Exchange Commission on Monday, shedding allegations that he made a quarter-million dollars by trading on insider information about Tokyo Electron Ltd.'s $252 million buy of FSI International Inc.

  • April 29, 2016

    2nd Circ. Affirms Dismissal Of Transocean Merger Suit

    Shareholders of a company acquired by Transocean Ltd. cannot sue over a stock drop resulting from the Deepwater Horizon spill because they did not bring the suit within the three-year time limit, a Second Circuit panel said Friday, affirming a lower court’s ruling.

  • April 29, 2016

    Morgan Lewis Denied Dilworth Docs In Philly Newspaper Row

    Morgan Lewis & Bockius LLP was blocked Thursday from securing documents from Dilworth Paxson LLP in a Pennsylvania lawsuit accusing the former firm of improperly taking sides in a feud between rival groups that had owned Philadelphia's two major daily newspapers.

  • April 28, 2016

    Investors' Suit Over Williams-ETE Energy Deal Tossed

    An Oklahoma federal judge on Thursday rejected a bid by a Williams Cos. Inc. investor to block the natural gas giant’s proposed merger with an Energy Transfer Equity LP affiliate over alleged misrepresentations about revenue gains, saying investors were cautioned about future potential performance risks.

Expert Analysis

  • Megamergers Under The Microscope

    Randy Gordon

    If the failed Halliburton-Baker Hughes and Staples-Office Depot mergers collectively constitute a bellwether, we can expect to see fewer horizontal competitors propose mergers in markets that are already concentrated, says Randy Gordon of Gardere Wynne Sewell LLP.

  • Panama Papers: Reminders About Law Firm Cybersecurity

    Sean Doherty

    Nowhere is the attractiveness of law firms as cybercrime targets more evident than the recent Mossack Fonseca hack, believed to be the most significant data theft event in history. Firms represent a treasure trove of information and historically have had dreadful cybersecurity practices. There has been some progress, but firms can also commit to better defending their information by taking a simple, three-step approach, says Sean D... (continued)

  • OPINION: Sotomayor's Solution To Pro Bono Is Incomplete

    David A. Lash

    In calling for mandatory pro bono service, U.S. Supreme Court Justice Sonia Sotomayor is effectively using her bully pulpit to advance the cause of access to justice for the poor. Her courageous leadership is a clarion call to action that must be heeded. But bold as it may be, the pronouncement is incomplete, says David Lash, managing counsel for pro bono at O’Melveny & Myers LLP and a member of the Association of Pro Bono Counsel.

  • Creating Barclay Damon: Lessons From A Law Firm Merger

    John P. Langan

    Joining two firms with long histories meant not only combining cultures, philosophies and deeply rooted ways of doing business, but also combining two IT systems, two accounting systems, and two ways of handling many other administrative functions. It didn't help that the firms had different fiscal year ends, says John Langan, managing partner of Barclay Damon LLP.

  • How Courts View Valuation Methods In Appraisal Litigation

    David F. Marcus

    While there are commonly accepted valuation frameworks, whether a judge will view an expert’s valuation as reliable depends critically on the details of the methodology. Economists at Cornerstone Research summarize the common critiques Delaware judges have made of various experts’ work based on a review of 15 recent opinions in M&A appraisal rights cases.

  • Reflecting On The 20th Anniversary Of BMW V. Gore

    Andrew Frey

    On May 20, 1996, the U.S. Supreme Court held that a $2 million punitive damages award imposed for a tort that caused $4,000 in economic harm was unconstitutionally excessive. In the ensuing 20 years, BMW v. Gore has proved to be a foundational case in punitive damages jurisprudence. We were fortunate enough to have played a role in this historic decision, say Mayer Brown LLP partners Andrew Frey and Evan Tager and Maserati North Am... (continued)

  • Corporate Counsel: Consumer Becomes Provider (The Sequel)

    Mark A. Cohen

    Last week, we discussed why corporate legal departments are taking on so much more work themselves instead of outsourcing it to law firms. This is, of course, an ominous sign for law firms and the traditional partnership structure. So too is disaggregation and the emergence of legal service providers as well as others — notably the Big Four — poised to enter the gargantuan legal services market, says Mark A. Cohen of Legal Mosaic LLC.

  • Why Cos. Must Pay Attention To Delaware's Blockchain Plan

    Marco A. Santori

    Delaware corporations, including a majority of the Fortune 500, will soon have the ability to issue shares using the same technology that underlies the virtual currency bitcoin. Blockchain technology can eliminate the complexity, cost and delay prevalent in today’s capital markets, but the greatest impediment to its implementation remains a legal one, says Marco Santori, head of the blockchain technology focus team at Pillsbury Win... (continued)

  • A Road Map For Combined Acquisition And PAI Due Diligence

    William Rowe

    Savvy repeat buyers start thinking about post-acquisition integration and create an integration team the day a letter of intent or confidentiality agreement is signed. William Rowe and Helen Mantel of Baker & McKenzie LLP describe the difference between acquisition-only due diligence and combined acquisition and PAI due diligence and offer some best practices.

  • OPINION: Stop 'Vigorously Defending' Your Clients

    Dan McGinn

    Oddly, amazingly, inexplicably, in a business where words are never in short supply, only one word seems to work when it comes to characterizing a lawyer’s commitment to clients, says Dan McGinn, a national reputation management adviser who has counseled nearly half the Fortune 100.