Mergers & Acquisitions

  • August 26, 2016

    Investor Ends Class Action Over $461M AnchorBank Sale

    An Anchor BanCorp Wisconsin Inc. investor asked a Wisconsin federal court on Friday to end his class action accusing executives of structuring a $461 million sale to benefit themselves and shortchange investors in light of a Seventh Circuit decision earlier this month that curbs certain disclosure-only settlements.

  • August 26, 2016

    $3.3M Incentive Fee In $35M Occam Deal Too High, Atty Says

    A class attorney balked Friday at a proposed record-breaking $3.35 million incentive fee for one shareholder’s help in winning a $35.5 million award in a Delaware Chancery Court challenge to the Occam Networks Inc. merger with Calix Inc., suggesting instead a still-record $1 million.

  • August 26, 2016

    Scrapbookers' McDermott Malpractice Suit Now But A Memory

    McDermott Will & Emery LLP on Thursday beat a suit in Ohio federal court accusing it of committing malpractice by failing to tell defunct scrapbooking giant Antioch Co. LLC to sue its directors for breach of fiduciary duty in connection with a 2003 deal that sold the company to its employees, saying the suit would have failed anyway.

  • August 25, 2016

    $3.5B Auspex-Teva Merger Challenge Axed By Chancery

    A Delaware Chancery Court threw out a complaint from shareholders challenging the $3.5 billion Auspex Pharmaceuticals Inc. all-cash merger with Teva Pharmaceuticals Industries Ltd., finding Thursday that the investors failed to show the deal was steered by self-interested Auspex officers.

  • August 24, 2016

    C&J Gets $500K Damages Award, Merger Challenge Is Tossed

    A suit challenging the 2015 merger of C&J Energy Services Inc. and Nabors Industries Ltd. was dismissed on Wednesday by a Delaware chancery judge who also awarded C&J more than half a million dollars in damages to cover the company’s expenses incurred by shopping around for a better deal.

  • August 24, 2016

    Robbins Geller Snags Lead In Ruckus Wireless Investor Suit

    A Delaware federal court added another proposed shareholder class action to Robbins Geller Rudman & Dowd LLP's plate on Wednesday, appointing the firm to lead a suit by Ruckus Wireless Inc. shareholders over the company's $1.2 billion sale to Brocade Communications Systems Inc.

  • August 19, 2016

    Ex-Santander Exec Defaults On $1M Insider Trading Suit

    A former Banco Santander SA official, charged last year with trading ahead of BHP Billiton Ltd.'s failed 2010 takeover bid for Potash Co, didn’t show up for a related civil suit on Friday, leading a New York federal judge to grant judgment to the U.S. Securities and Exchange Commission and order the fugitive to pay more than $1 million.

  • August 19, 2016

    TransUnion Wins Programming Language IP In TLFO Sale

    A Florida federal judge on Thursday enforced credit reporting company TransUnion’s $154 million deal to purchase data solutions provider TLFO LLC in a 2013 bankruptcy sale, ruling a former TLFO employee and his new company had no claim to certain intellectual property that seemingly went to TransUnion in the deal.

  • August 18, 2016

    Lamb McErlane Beats Bid To Revive Pa. Malpractice Suit

    A Pennsylvania appeals court on Wednesday refused to revive a malpractice suit accusing Lamb McErlane PC of mishandling a breach-of-contract suit over the sale of a title insurance business.

  • August 16, 2016

    Chancery Cuts $6M Fee Request To $650K In NavSeeker Suit

    A Delaware Chancery Court vice chancellor denied a $6 million fee request by attorneys representing minority shareholders in NavSeeker Inc., saying on Tuesday that ordering the insolvent company to pay $650,000 in fees is the best he can do.

  • August 12, 2016

    Judge OKs Bid-Rigging Suit Over $310M Drilling Asset Sale

    A Colorado federal judge on Friday refused to nix a suit claiming Newfield Production Co. engaged in bid-rigging with rival Ute Energy in order to drive down the price of Utah drilling properties it bought for $310 million, saying the sellers had provided enough evidence to support their allegations.

  • August 11, 2016

    NJ Court Freezes Assets Of Big-Spending Silicon Valley CEO

    A New Jersey federal judge froze the assets of a Silicon Valley CEO who was sued over a failed deal with a global digital storage company, ruling Thursday that the mogul’s spendthrift ways threatened the tech firm's chances of recouping any money.

  • August 10, 2016

    Oxbow Contract Interpretation Held For Trial

    In an opinion issued on Wednesday, a Delaware Chancery Court judge declined to rule on dueling motions for summary judgment in litigation surrounding the sale of Oxbow Carbon LLC, saying questions of fact raised by the company and its minority investors are more appropriate for trial.

  • August 10, 2016

    7th Circ. Tightens Standards For Disclosure-Only Deals

    The Seventh Circuit on Wednesday endorsed the Delaware Court of Chancery’s January ruling that disclosure-only settlements in shareholder suits need to reveal a “plainly material misrepresentation or omission,” and reversed a district court’s approval of a disclosure-only settlement between Walgreen Co. and a class of investors.

  • August 3, 2016

    Tax Suit Over $40M Cable Co. Sale Saved For Trial

    A Kentucky federal judge refused competing bids for a quick win Tuesday by the government and three brothers contesting tax penalties on the $40 million sale of their cable television company, ruling the charges proper but finding the brothers' defenses best left for trial.

  • August 1, 2016

    Pilots Union Beats Seniority Suit Over Continental Merger

    Air Line Pilots Association International on Friday beat back a lawsuit alleging that the organization breached its duty to Continental pilots when adjusting their seniority list after Continental merged with United Airlines, after a federal judge in Texas found that ALPA did not breach its fair duty responsibility to the pilots.

  • July 29, 2016

    Xerox Brass Ditches Shareholder Suit Over Unit's Accounting

    A New York federal court on Friday tossed a derivative suit claiming Xerox Corp. executives should have detected irregularities in Affiliated Computer Services Inc.'s financials before Xerox bought the company, saying Xerox had faithfully probed the claims before refusing to sue its officers.

  • July 29, 2016

    Bankrupt Quirky Ducks Most Of $1M IRS Payroll Tax Claim

    A New York bankruptcy judge allowed defunct invention incubator Quirky Inc. to sidestep an Internal Revenue Service claim for more than $900,000 in unpaid payroll taxes and other charges Friday.

  • July 27, 2016

    Stockholders On Hook For Farming Biz's Tax Bill Post-Trial

    The U.S. Tax Court on Tuesday found former stockholders in a grain equipment company liable for hundreds of thousands of dollars in tax bills it owed following a trial over a complex asset transfer that left the IRS empty-handed.

  • July 22, 2016

    Attorneys' Fees Nixed In $14B Keurig Acquisition Suit

    A Delaware Chancery judge denied an award of attorneys' fees Friday to the legal team representing shareholders that challenged the $14 billion acquisition of Keurig Green Mountain Inc., saying that the deal disclosures attained by the lawyers weren’t beneficial to the shareholders.

Expert Analysis

  • Defining Attorney-Client Relationships In The Electronic Age

    Elizabeth Fitch

    As technology has advanced, the ways in which attorneys communicate with clients, potential clients, former clients and the public has created new and ill-defined issues relating to whether an attorney-client relationship exists. Attorneys Elizabeth Fitch and Theodore Schaer discuss the often nebulous yet hazardous concepts that could lead to malpractice issues.

  • State Of Texas Legal Market: It Isn’t Just About Oil

    Geoff Schuler

    Some market watchers believe that law firms with significant energy-related practices have experienced precipitous declines in revenue and profits due to the dip in oil prices. Yet, firms continue to be bullish on Texas, and those still looking for a point of entry will jump at the right opportunity, say consultants with LawVision Group LLC.

  • The Evolving M&A Litigation Landscape Post-Trulia

    Daniel E. Wolf

    While the impact of the January 2016 Delaware decision in Trulia is profound, rumors that it represented the demise of M&A litigation were greatly exaggerated. Deal litigation continues, albeit in different forums, with different claims, and subject to different risk mitigation tactics, say Daniel Wolf and David Feirstein of Kirkland & Ellis LLP.

  • China’s Buying Spree: Is It Real And Sustainable?

    Yingxi Fu-Tomlinson

    China’s record-breaking number of overseas acquisitions in the first half of the year does not paint a complete picture. As the number of proposed deals surges, the number of high-profile failed and withdrawn Chinese offers has also grown, say Yingxi Fu-Tomlinson and Aileen Chou of Kaye Scholer LLP.

  • 4 Reasons Law Firm Business Development Initiatives Fail

    Adam Donovan

    By understanding four common reasons why law firm business development initiatives fail, we can more accurately define success, avoid pitfalls, and improve return on investment, says Adam Donovan, senior manager of patent business strategy at Fish & Richardson PC.

  • FTC Alums: Retail Mergers Reflect New Approaches At FTC

    Joshua D. Wright

    The Federal Trade Commission is poised to take the next step — perhaps the most significant one in its century-long history — in the evolution of its approach to merger enforcement. This evolution is apparent in the context of retail markets, as illustrated by FTC decision-making and analysis in the recent Safeway and Family Dollar transactions, say former FTC Commissioner Joshua Wright and Theodore Serra of Wilson Sonsini Goodrich & Rosati PC.

  • From BigLaw To Your Own Firm: 4 Tips For Legal Startups

    Russell Shinsky

    Highly successful attorneys who are thinking about leaving the safe haven of a large law firm to go out on their own face a number of issues specific to the legal profession. Russell Shinsky, chairman of Anchin Block & Anchin LLP's law firms industry group, shares four pillars of a successful startup law firm.

  • Chancery Endorses Share Tracing In Dell

    Nicholas O'Keefe

    After a string of decisions that have been widely interpreted as rejecting a share-tracing requirement in appraisal proceedings, the Delaware Chancery Court in Dell adopted a new test that introduces a means by which defendant corporations can rebut an appraisal petitioner’s prima facie case, says Nicholas O'Keefe of Kaye Scholer LLP.

  • FTC Alums: 5 Institutional Challenges For The FTC

    William E. Kovacic

    The five institutional challenges confronting the Federal Trade Commission deal with fundamental assumptions that guided the agency’s creation. These challenges are policy perennials and will face the agency regardless of who wins the 2016 presidential election, says former FTC Chairman William Kovacic, a professor at George Washington University Law School.

  • The ETE-Williams Dispute Through A Tax Lens

    Peter J. Connors

    The covenant in the merger agreement between Energy Transfer Equity and the Williams Companies requiring a tax opinion from Latham & Watkins LLP specifically is common in such agreements. Peter Connors and Jason Halper of Orrick Herrington & Sutcliffe LLP take a close look at why Latham decided not to write the opinion, and why Delaware Vice Chancellor Sam Glasscock decided that Latham acted in good faith.