Mergers & Acquisitions RSS

  • April 23, 2014

    Ryanair Can Appeal Order In Bid To Keep Aer Lingus Stake

    A U.K. competition court on Wednesday allowed Ryanair Holdings PLC to appeal an order requiring the airline sell off most of its nearly 30 percent stake in rival Aer Lingus Group PLC, finding that an appeals court should consider whether the divestiture could conflict with future decisions by European Union antitrust regulators.

  • April 23, 2014

    Sumitomo Bakelite Drops $265M For HIG Capital's Vaupell

    Sumitomo Bakelite Co. Ltd. is set to buy Vaupell Holdings Inc. from private equity firm HIG Capital LLC for $265 million, the companies announced Wednesday, in a deal designed to bolster Sumitomo's product offerings in the aerospace, defense, medical and commercial industries.

  • April 23, 2014

    Heckmann Reaches $27M Settlement For Shareholder Suit

    Attorneys for a class of shareholders suing a company known until recently as Heckmann Corp. — which provides fluids and environmental services to the energy industry — over its $505 million acquisition of China Water and Drinks Inc. told potential class members Wednesday that they have reached a $27 million settlement.

  • April 23, 2014

    Chancery's Appetite For Fee Awards Wanes As Deal Suits Rise

    The Delaware Chancery Court is scaling down fee awards tied to settlements that unearth new disclosures but don't significantly change the landscape of a given deal, a sign that the premier U.S. business court is reining in plaintiffs' attorneys looking for an easy payout.

  • April 22, 2014

    3 Lessons From The FTC's ProMedica Hospital Merger Win

    The Sixth Circuit handed the Federal Trade Commission a solid victory Tuesday when it refused to let ProMedica Health System Inc. keep a rival Ohio hospital it acquired, reinforcing the antitrust watchdog's approach to hospital mergers. Here are three lessons other health care providers can take from the ruling.

  • April 22, 2014

    REIT Investors Seize Class Cert. In Five Mile Merger Spat

    An Illinois federal judge certified a class of former real estate trust shareholders accusing investor Five Mile Capital Partners LLC of breaching its fiduciary duties when it merged with a real estate investment trust, ruling Tuesday that the class met the numerosity requirement.

  • April 22, 2014

    6th Circ. Backs FTC In ProMedica 'Hail Mary' Merger Appeal

    The Sixth Circuit on Tuesday upheld the Federal Trade Commission's decision blocking ProMedica Health System Inc. from merging with another Ohio hospital, calling ProMedica's bid to defend the deal by pointing to its rival's financial struggles a doomed "Hail Mary pass."

  • April 18, 2014

    AMR Can't Terminate Retiree Benefits, Judge Says

    The bankruptcy judge who oversaw AMR Corp.’s Chapter 11 case on Friday rejected the airline’s contention that it has the right to dump the cost of pension benefits onto retirees themselves, saying the benefits are protected in relevant documents.

  • April 17, 2014

    5 Suits Over $45B Comcast-TWC Merger Consolidated

    A New York state judge on Tuesday ordered the consolidation of five shareholder class actions against Time Warner Cable Inc. and Comcast Corp. in New York Supreme Court that seek to halt the mammoth $45.2 billion merger that would reshape the cable industry.

  • April 17, 2014

    PE Firm Monomoy Beats Auto Parts Co.'s Buyout Suit

    A New York state judge has thrown out an auto parts maker's suit claiming private equity firm Monomoy Capital Partners LP had cut it out of a joint venture to buy another auto business.

  • April 14, 2014

    UK Appeals Court Backs Akzo-Metlac Merger Ban

    An appeals court ruled Monday that the U.K.'s competition watchdog has the authority to block Akzo Nobel NV's takeover of rival Metlac Holding Srl because the Dutch chemical company carries out business in the U.K.

  • April 11, 2014

    DC Circ. Backs HHS In Hospital Merger Reimbursement Row

    The D.C. Circuit on Friday upheld a U.S. Department of Health and Human Services decision denying hospital system Dignity Health a Medicare payment for allegedly inadequate depreciation taken by a hospital that it acquired, ruling the merger didn't qualify for reimbursement.

  • April 10, 2014

    Smith & Nephew Pays $12M To Settle ArthroCare Merger Suits

    One month before a shareholder vote on its pending $1.7 billion buyout of ArthroCare Corp., medical technology company Smith & Nephew PLC has agreed to pay $12 million to settle shareholders' challenges to the deal, according to Tuesday filings with the U.S. Securities and Exchange Commission.

  • April 10, 2014

    Kodak, Shutterfly Agree To Drop Noncompete Lawsuit

    Shutterfly Inc. and Eastman Kodak Co. have “consensually resolved” their lawsuit claiming Kodak's recently launched online photo service violated a noncompete agreement the companies signed when Shutterfly bought Kodak's Web gallery business, according to documents filed in New York bankruptcy court.

  • April 10, 2014

    Nicaragua Ducks $12M Pharma Sale Suit In 11th Circ.

    The Eleventh Circuit on Thursday dashed an American couple’s hopes at keeping the $12 million originally awarded to them in damages in a breach of contract suit over a Nicaraguan pharmaceutical company they sold to a foreign government agency, finding that U.S. courts have no jurisdiction over the dispute.

  • April 10, 2014

    Dell Dodges Investor Suit Over $24B Buyout

    A Texas federal judge on Tuesday tossed a putative class action suit after investors withdrew their complaint claiming Dell Inc., its CEO Michael Dell and others disseminated false information in connection with a proposed $24.4 billion buyout of the company.

  • April 8, 2014

    Guild Can Intervene In Philly Inquirer Parent's Dissolution Suit

    A Delaware Chancery judge on Monday ruled that the Newspaper Guild of Greater Philadelphia can participate in the court-run dissolution of the Philadelphia Inquirer's parent, finding that the union had an interest in the publishing company's fate.

  • April 8, 2014

    Del. Court Sends Shareholder Suit Over Occam Sale To Trial

    The Delaware Chancery Court on Tuesday trimmed some shareholder claims stemming from allegations that Occam Networks Inc. directors breached their fiduciary duties with respect to the company's 2010 sale, while ruling that the remaining claims should be sent to trial.

  • April 4, 2014

    Fed. Circ. Gives Raytheon $60M Win In Pension Row

    The Federal Circuit on Friday affirmed a decision compelling the government to pay $60 million to Raytheon Co. for adjusted pension costs on four units the contractor sold.

  • April 3, 2014

    HP Dodges ERISA Suit Over Troubled $11B Autonomy Buy

    A California federal judge on Wednesday threw out a proposed class action claiming Hewlett-Packard Co.’s ill-fated $11 billion purchase of Autonomy Corp. harmed HP's employee retirement plan beneficiaries, finding the workers failed to overcome the presumption of prudent investment.

Expert Analysis

  • Reps And Warranties Insurance Rises In Health Care Deals

    Geoffrey C. Cockrell

    In the health care sector, many companies operate in gray areas of the law, where formal governmental guidance is not always available and industry practices tend to gravitate toward more aggressive interpretations. Insurance that provides coverage for losses arising from unintentional and unknown breaches of representations and warranties made in an acquisition or merger agreement can be a bridge across any concerns, say attorneys with McGuireWoods LLP.

  • Mandatory Pro Bono Is Not The Answer For Practitioners

     Amanda D. Smith

    The State Bar of California has decided to follow New York's lead and require prospective attorneys to record 50 hours of pro bono service in order to be eligible for admission. While we applaud the intentions behind these initiatives, there are a number of reasons why state bars should limit any mandatory pro bono requirement to this context, rather than extend it to licensed attorneys as some have suggested, say attorneys with the Association of Pro Bono Counsel.

  • Plaintiff Firms Continue Targeting Annual Meeting Proxies

    Gerard G. Pecht

    In what has become an annual rite of springtime, shareholder plaintiff lawyers are once again targeting Schedule 14A annual meeting proxy statements that include proposals on executive compensation, requirements for tax deductibility of performance-based compensation, and other issues requiring shareholder action. Fortunately for issuers, these types of claims usually fare poorly when plaintiffs are forced to defend them in court, say Gerard Pecht and Peter Stokes of Norton Rose Fulbright LLP.

  • Keeping Investment Funds Out Of Litigation Purgatory

    Casey McTigue

    Most seasoned investment fund managers know it’s only a matter of time before they get dragged into litigation over something. While much of that risk relates to sales of their portfolio companies, post-closing merger and acquisition litigation is easy to avoid, says Casey McTigue of SRS|Acquiom LLC.

  • Cross-Border Complexities: Keep The C-Suite Out Of Prison

    Shari L. Pire

    The potential for significant gains makes high-growth markets, such as Russia, Brazil and India, particularly enticing. But at what cost? Business practices that are both acceptable and customary in other countries may violate U.S. and other anti-bribery and corruption laws. However, there are ways to insulate the corporation from liability, says Shari Pire of Willkie Farr & Gallagher LLP.

  • How To Incentivize Management Across The Pond

    James Ross

    As the buyout market in the United Kingdom heats up, having a good understanding of the nuances of the tax regime and keeping on top of developments in market practice are key to ensuring U.S. private equity investors appear attractive in competitive processes. Remember, any sophisticated adviser will warn management against accepting U.S.-style stock options, and the U.K. market has developed a number of more tax-efficient incentives, which must be considered, say James Ross and Eleanor West of McDermott Will & Emery UK LLP.

  • Activist Investors — Brace Yourselves For 13D Changes

    Perrie Michael Weiner

    The U.S. Securities and Exchange Commission is turning more aggressive attention toward shareholder activists, and the issue of revising the Schedule 13D timetable is alive once again, largely due both to a recent media report and its confluence with another event — the news that such a measure has the support of perhaps the preeminent juridical voice in American corporate law, Delaware Supreme Court Chief Justice Leo E. Strine Jr., say Perrie Michael Weiner and Patrick Hunnius of DLA Piper.

  • The Future Of Law Firm PR: The Good, Bad And Ugly

    Paul Webb

    There has been a dramatic change in how public relations professionals interact with the news media to promote or protect a law firm’s brand and reputation. But content is queen and has a bright future in law firm PR — it all begins with a plan that should include goals, performance indicators and a system of assessment, say Paul Webb, director of marketing at Young Conaway Stargatt & Taylor LLP, and Kathy O'Brien, senior vice president at Jaffe PR.

  • FTC Continues To Target Pharmaceutical Mergers

    Bruce Sokler

    The Akorn Inc.-Hi-Tech Pharmacal Co. Inc. acquisition shows that the Federal Trade Commission is unlikely to ease up soon on what has essentially become a bright-line rule in antitrust policy — transactions resulting in three to two and sometimes even four to three reductions in the number of competitors, where there would be no timely entry, face difficult regulatory hurdles, say Bruce Sokler and Helen Kim of Mintz Levin Cohn Ferris Glovsky and Popeo PC.

  • Fog May Be Lifting Around Finders

    Kenneth G.M. Mason

    The regulatory world of when and whether a U.S. person can raise capital and receive transaction-based compensation without registering as a broker-dealer has been murky. But the U.S. Securities and Exchange Commission’s aggressive stance on when finders have to register as broker-dealers has recently encountered judicial disavowal by courts, which has helped clarify certain compensation issues, say Kenneth Mason and Sharon Obialo of Kaye Scholer LLP.