Mergers & Acquisitions

  • December 19, 2014

    Judge Slaps Down HP's 3rd Try At Autonomy Settlement

    A California federal judge on Friday rejected Hewlett Packard Co. shareholders’ third attempt at a settlement in their derivative suit over HP's disastrous $11.1 billion Autonomy Corp. acquisition, ruling the deal’s potential release of claims was still far too broad. 

  • December 19, 2014

    Del. Justices Nix Voting Ban On $2.9B C&J Energy-Nabors Deal

    The Delaware Supreme Court on Friday shot down a 30-day injunction barring oil field company C&J Energy Services Inc. from holding a shareholder vote on a proposed $2.9 billion merger with the hydraulic fracturing and well-sealing units of Nabors Industries Ltd., finding numerous problems with the Chancery Court decision.

  • December 16, 2014

    3rd Circ. Upholds IRS Win In Fight Over Offshore Cos.

    The Third Circuit on Tuesday ruled that the Internal Revenue Service could require three stockholding companies to pay the full tax burden for a tech company transaction despite transfers of interest to offshore entities, rejecting an argument that the district court had wrongly admitted evidence protected by attorney-client privilege.

  • December 16, 2014

    NJ High Court Won't Toss Fox Rothschild Malpractice Suit

    The New Jersey Supreme Court said Tuesday they won't second-guess the revival of a businessman's malpractice suit claiming Fox Rothschild LLP cost him additional compensation when Marsh & McLennan Agency LLC bought his employer, which had previously acquired his insurance brokerage business.

  • December 11, 2014

    DOJ Demands Divestiture In $1.8B Continental, Veyance Deal

    The U.S. Department of Justice has filed suit aiming to block Continental AG's proposed $1.8 billion acquisition of Veyance Technologies Inc., saying the deal would hinder competition in North America unless Continental agrees to divest a certain Veyance unit.

  • December 10, 2014

    Siemens' $3.6M Settlement With HearUSA Stockholders OK'd

    A New Jersey federal judge has granted final approval to a $3.6 million settlement between Siemens Hearing Instruments Inc. and former HearUSA stockholders who filed a putative class action accusing Siemens of artificially deflating HearUSA's stock price, forcing its bankruptcy to acquire it more cheaply.

  • December 4, 2014

    Common Interest Privilege Doesn't Start With Pending Suit

    A New York appeals court on Thursday said the threat of litigation isn’t necessary to invoke the common interest doctrine protecting attorney-client communications involving a third party, handing a win to Bank of America Corp. in an insurer’s $1 billion lawsuit over toxic residential mortgage-backed securities.

  • December 4, 2014

    RCS Capital, ARCP Strike $60M Settlement Over Killed Deal

    RCS Capital Corp. said Thursday that it has agreed to a $60 million settlement to put to bed Delaware Court of Chancery litigation lobbed by American Realty Capital Properties Inc. over RCS's decision to kill a $700 million deal to buy ARCP's capital management arm.

  • December 3, 2014

    FTC Removes Premerger Hurdle In $680M Chiquita Buyout

    The U.S. Federal Trade Commission on Tuesday granted an early termination notice to Chiquita Brands International Inc.’s agreement to go private in a $681 million sale to a pair of Brazilian suitors, ending a premerger waiting period required by antitrust law.

  • November 26, 2014

    Novell Board Absolved In Bad-Faith Suit Over Attachmate Deal

    A Delaware judge on Tuesday threw out claims that Novell Inc.'s board gave unlawfully favorable treatment to suitor Attachmate Corp. in the run-up to their 2010 merger, finding no actionable evidence that the board kept other suitors including Symphony Technology Group out of the loop ahead of the $2.2 billion deal.

  • November 25, 2014

    Chancery Judge Rejects Bid To Block Tibco Buyout Vote

    A Delaware Chancery judge on Tuesday declined to delay an upcoming vote by Tibco Software Inc. shareholders on the proposed $4 billion-plus buyout by private equity firm Vista Equity Partners, finding an announcement that accidentally inflated the deal's equity value by $100 million did not affect the underlying terms.

  • November 21, 2014

    $590M LBO Settlement Filed In Error, Judge Says

    A Massachusetts federal judge on Friday vacated a set of electronic orders granting final approval to $590 million in settlements in a class action claiming Goldman Sachs Group Inc., Carlyle Group LP and several other private equity firms teamed up to keep leveraged buyout prices low, just hours after issuing a set of orders approving the settlement and a request for attorneys’ fees.

  • November 21, 2014

    Epic LBO Collusion Case Settles For $590M

    A Massachusetts federal judge on Friday granted final approval to $590 million in settlements and a $200 million attorneys' fee in a class action claiming Goldman Sachs Group Inc., Carlyle Group LP and other private equity firms teamed up to keep leveraged buyout prices low, moving the long-running suit toward completion.

  • November 20, 2014

    Kenneth Cole's $279M Going-Private Deal Survives NY Appeal

    A New York appeals court on Thursday upheld the dismissal of a shareholder suit over Kenneth Cole Productions Inc.'s $279 million go-private deal, ruling that majority shareholders' actions were shielded by the business judgment rule.

  • November 19, 2014

    Ex-Pfizer Workers Lose Benefits Bid In Suit Over Wyeth Deal

    A Pennsylvania federal judge on Tuesday refused to grant severance benefits to a proposed class of former Pfizer Inc. workers who alleged in an Employee Retirement Income Security Act suit that they were owed the benefits after an employment transfer that followed the company's $68 billion acquisition of Wyeth Pharmaceuticals.

  • November 19, 2014

    Activision Brass Reach $275M Deal To End Shareholder Action

    The leaders of Activision Blizzard Inc. have agreed to a $275 million settlement of consolidated shareholder derivative and class action litigation over what investors say was a tainted $8.2 billion deal to buy back Vivendi SA's controlling stake, the game maker said Wednesday.

  • November 19, 2014

    Regions Investors Again Win Class Cert. In Stock Inflation Suit

    An Alabama federal judge on Wednesday certified for the second time a class of shareholders suing Regions Financial Corp. over alleged misrepresentations related to its 2006 acquisition of AmSouth Bancorp, following a remand from the Eleventh Circuit on the issue of price impact.

  • November 19, 2014

    Investor Suits Over $1.2B Multimedia Games Buyout Combined

    A Texas federal judge agreed Tuesday to consolidate two putative shareholder class actions alleging casino games maker Multimedia Games Holding Co. Inc.'s proposed $1.2 billion buyout by Las Vegas-based Global Cash Access Holdings Inc. cheats shareholders.

  • November 18, 2014

    No-Show Puda Coal Found Liable In Investors’ Bogus-IPO Suit

    The Southern District of New York on Tuesday entered a default judgment against Chinese company Puda Coal Securities Inc., which had been sued by an investor class for selling its sole asset to a private equity firm without telling investors for months and lying about its IPO plans.

  • November 17, 2014

    Lifespan Wins $30M Insurance Coverage For Hospital Breakup

    A Rhode Island federal judge on Monday validated Lifespan Corp.'s $30 million claim for insurance coverage from National Union Fire Insurance Co. and RLI Insurance Co., stemming from damages Lifespan was ordered to pay after a trial on its contract duties to a Boston hospital after the partnership broke up.

Expert Analysis

  • What Happens When Legal Aid Cuts Stimulate Pro Bono?

    Kevin J. Curnin

    The bad news coming out of the European Pro Bono Summit in November was the rising toll of heavy cuts to public legal aid in England. From this crossroad, there is a lot to be learned about the relationship between public and private assistance, the direction of legal help for the poor in the EU, and whether the American legal aid/pro bono experience offers a road map for what’s next in Europe, says Kevin Curnin of the Association ... (continued)

  • Option Deals For Biotech: Ensuring They Are Enforceable

    Brian Goldstein

    While many biotech founders and investors believe their scientific efforts will generate substantial value, big pharma is often unwilling to pay significant sums to acquire products before significant derisking is undertaken — to bridge this gap, big pharma and early-stage biotech companies have turned to option deals to accomplish their respective goals, says Brian Goldstein of Choate Hall & Stewart LLP.

  • Chancery Court Speaks To Underlying Reality of Influence

    John E. Sorkin

    In Zhongpin Inc. Stockholders Litigation, the Delaware Chancery Court found the plaintiffs had pled sufficient facts to raise an inference that company founder, chairman and CEO Xianfu Zhu was a controlling stockholder — even though he owned only 17 percent of the stock and had not controlled the directors’ decision relating to his going-private bid. A greater willingness to cooperate in the transaction would have advantaged Zhu's ... (continued)

  • Key Changes To ISS And Glass Lewis Voting Guidelines

    Teri E. O’Brien

    Proxy advisory firms Institutional Shareholder Services and Glass Lewis & Co. recently released updates to their respective voting guidelines for the 2015 proxy season. Paul Hastings LLP attorneys have mapped out the key changes.

  • FTC Centennial: How Health Care Antitrust Has Evolved

    Dionne Lomax

    In the 100 years since the Federal Trade Commission was established, the delivery of health care services — a profession some once argued should be exempt from antitrust scrutiny — has become one of the FTC's primary enforcement priorities. As the FTC embarks upon its second century, there are at least four emerging trends in health care antitrust enforcement, says Dionne Lomax of Mintz Levin Cohn Ferris Glovsky and Popeo PC.

  • 3 Questions To Ask Yourself Before Hiring Appellate Counsel

    David Axelrad

    In the classic case, a client and his attorney seek appellate counsel after the trial court proceedings are concluded. But these days, “classic cases” are few and far between — more and more, appellate lawyers assist in the trial court with preservation of the appellate record and compliance with the many technical rules of appellate procedure, says David Axelrad of Horvitz & Levy LLP.

  • What Lawyer-Novelists Learned From Being Lawyers

    Michael H. Rubin

    The consensus that emerged from my discussions with several lawyers who have become best-selling novelists is that the traits it takes to be a great lawyer are invaluable in crafting first-rate mysteries and thrillers. Both thriller authors and lawyers possess a concentrated attention to detail that allows them to create a logical framework for their story, brief or courtroom presentation, says Michael Rubin of McGlinchey Stafford PLLC.

  • Looking At Anti-Dilution Rights For Minority Stockholders

    Excerpt from Lexis Practice Advisor
    James C. Kardon

    State corporate laws usually contain anti-dilution protections for holders of common stock in the event of potentially dilutive structural transactions. Comparable protections are not generally available for holders of convertible securities, however, and therefore anti-dilution mechanisms must be set forth explicitly, say James Kardon and Don Grubman of Hahn & Hessen LLP.

  • Ralls May Give Foreign Investors More Leverage With CFIUS

    Stewart Baker

    The D.C. Circuit's opinion in Ralls Corp. v. Committee on Foreign Investment in the U.S. triggered a lot of commentary, much of which has focused on the constitutional due process headline regarding the presidential order. But another holding may be of more import — that Ralls can attack the validity of two orders issued by CFIUS prior to the presidential order, say Stewart Baker and Stephen Heifetz of Steptoe & Johnson LLP.

  • Bidder-Activist Collaboration Will Continue To Evolve

    Philip Richter

    The bidder-activist model as structured by Valeant Pharmaceuticals International and Pershing Square will probably not be generally followed. However, an alternative collaboration model would avoid the uncertainty about insider trading compliance and have other significant advantages over the Pershing Square-Valeant model, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.