Mergers & Acquisitions

  • March 26, 2015

    German Appeals Court Nixes Suit Over Axed Porsche-VW Deal

    A German appeals court on Thursday tossed a suit brought by a group of hedge funds claiming that they lost money in Porsche Automobil Holding SE after the company’s unsuccessful effort to acquire Volkswagen AG, finding that the plaintiffs failed to show that Porsche had intended to cause harm with the way it conducted the bid.

  • March 25, 2015

    Quarles & Brady Can't Dodge Fraud Claims In Investor Row

    A California federal judge on Tuesday trimmed defamation and discrimination claims but left alone fraud and negligence claims in a suit accusing Quarles & Brady LLP of shutting out the only foreign investor of a rubber tire manufacturing company by tricking the other investors into altering the operating agreement to exclude foreign investors.

  • March 24, 2015

    Supreme Court Sets High Bar For Challenging Exec Opinions

    The Supreme Court avoided a doomsday scenario for securities issuers Tuesday when it ruled that statements of opinion in registration statements should not be treated as facts and set a high bar for plaintiffs hoping to prove those statements were wrong because they were based on the omission of material facts.

  • March 23, 2015

    Chestnut Petroleum Settles Unpaid Fees Suit In $65M Recap

    A Connecticut federal judge on Friday approved a stipulated dismissal between capital markets and financing company Scimitar Capital Partners and Chestnut Petroleum Distributors Inc., after the parties settled a contract dispute in which Scimitar allegedly failed to pay a fee for helping secure $65 million in recapitalization financing.

  • March 23, 2015

    CORRECTED: Baker Hughes Investors Settle Suit Over $35B Halliburton Deal

    Baker Hughes Inc. investors have agreed to settle their consolidated putative class action in Delaware state court seeking to block the company’s $34.6 billion merger with Halliburton Co., prompting the dismissal of a similar suit in Texas. 

  • March 23, 2015

    High Court Won't Hear Stiefel Appeal In $1.5M Share Fight

    The U.S. Supreme Court on Monday denied a bid by Stiefel Laboratories Inc. to review an Eleventh Circuit decision relating to corporate disclosure under the Securities Exchange Act, despite the argument that a split between various circuit courts has created uncertainty for companies that could hamper future mergers.

  • March 20, 2015

    United Escapes Frequent-Flier Benefit Class Actions

    United Airlines Inc. didn’t breach its contract with frequent fliers by rescinding some benefits after its merger with Continental Airlines Inc. in 2011, an Illinois federal judge ruled Friday.

  • March 19, 2015

    Planet Fitness Ordered To Pay $3.2M To Adviser In PE Sale

    A Massachusetts federal judge ordered Planet Fitness to pay $3.2 million in damages and prejudgment interest to investment adviser America’s Growth Capital LLC for coordinating the health club franchise’s $505 million sale to private equity firm TSG Consumer Partners LLC in 2013.

  • March 19, 2015

    FTC Must Disclose Witness Identities To Sysco, US Foods

    A D.C. federal judge on Thursday ruled that the Federal Trade Commission must disclose the identities behind declarations from customers and rival food distributors to employees of Sysco Corp. and US Foods Inc. in the agency’s bid to halt the companies’ $3.5 billion merger.

  • March 18, 2015

    8th Circ. Sinks Charitable Slice Of BofA Merger Settlement

    The Eighth Circuit on Wednesday opted against further review of its decision reversing a St. Louis federal judge who said a sliver of money from a $333.2 million settlement over NationsBank Corp.’s merger with BankAmerica Corp. could go to a legal aid group.

  • March 18, 2015

    Del. Chancery Lays Bare Fundamental Fee-Shift Rift

    In his Monday ruling that an aviation repair services company can't enforce a fee-shifting bylaw, Delaware Chancellor Andre G. Bouchard declined to say whether such a provision is facially valid, offering instead nonbinding thoughts that strike at the core tension in the ongoing debate over the bylaws.

  • March 18, 2015

    Sandoz Gets Investor Suit Over Oriel Buyout Trimmed

    A New York state judge has dismissed the bulk of claims in a shareholder suit against Sandoz Inc. for allegedly stalling development of a drug to avoid paying milestone bonuses to Oriel Therapeutics Inc. investors after its acquisition of Oriel but allowed the main claim to move forward.

  • March 17, 2015

    Credit Suisse Reaches $16M Deal With Freeport-McMoRan

    A Credit Suisse Group AG unit will pay $16 million, including more than $6 million worth of free work, to Freeport-McMoRan Inc. to settle claims it played a role in Freeport's overpayment for two acquisition targets that ended up costing the company about $9 billion.

  • March 17, 2015

    No Delay Of Insider Trading Deal Over Newman, Judge Says

    A commodity trading adviser on Monday lost his bid to stay final judgment in an insider trading case against him in light of the Second Circuit’s decision in U.S. v. Newman, after a Kentucky federal judge found a settlement agreement ending the case is binding.

  • March 17, 2015

    NY Tour Bus Companies Agree to Settle Antitrust Lawsuit

    Two major New York City tour bus operators will pay $7.5 million to settle antitrust allegations that they used a joint venture to gain a monopoly over the city’s hop-on, hop-off market, the U.S. Department of Justice and the New York Attorney General’s office announced on Monday.

  • March 16, 2015

    Fee Shift Bylaw Doesn't Apply To Ex-Investors: Del. Judge

    A Delaware state judge ruled Monday that an aviation repair-services company can’t enforce a fee-shifting bylaw against a plaintiff investor who was forcibly cashed out before the bylaw’s adoption, a case of first impression as Delaware considers banning fee-shifting provisions entirely.

  • March 13, 2015

    Standard Register Gets Interim Nod For $155M DIP Package

    A Delaware bankruptcy judge blessed Standard Register Co.'s $155 million debtor-in-possession financing package on a preliminary basis Friday, giving the printing and communications company access to much-needed liquidity as it moves forward with plans for a $275 million stalking horse sale.

  • March 13, 2015

    DOJ Orders Divestitures In Waste Management Tie-Up

    The U.S. Department of Justice on Friday signed off on Waste Management Inc.'s plan to buy Deffenbaugh Disposal Inc. from aPriori Capital Partners LP on the condition that Waste Management sheds two routes in Kansas and two in Arkansas.

  • March 10, 2015

    Duke Pays $146M To End Suit Over $32B Progress Tieup

    Duke Energy Corp. has agreed to pay $146 million to settle a suit claiming the company misled investors about ousting the former CEO of Progress Energy Inc. following the companies' $32 billion merger in 2012, according to a settlement filed Tuesday in North Carolina federal court.

  • March 6, 2015

    KKR Cuts $39M Deal In Investor Fight Over Primedia Sale

    Private equity firm KKR & Co. LP has proposed paying $39 million to resolve a class action alleging its $525 million sale of Primedia Inc. in 2011 was unfair to the publisher’s minority investors, according to court filings Friday.

Expert Analysis

  • What Investors Can Learn From States' Health Initiatives

    Geoff C. Cockrell

    The Centers for Medicare and Medicaid Services’ Innovation Center has granted states more than $960 million for health care systems and delivery development through its State Innovation Models Initiative. A health care funding program of this magnitude provides private investors with valuable information and cues for future investment, say attorneys with McGuireWoods LLP.

  • How Appraisal Statute Amendments Would Affect Mergers

    Philip Richter

    Proposed amendments to the Delaware appraisal statute — like courts’ recent increased reliance on the merger price in determining fair value — will not significantly discourage appraisal overall so much as it will further drive activity toward strong appraisal claims, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Omnicare: Good News For Issuers But Questions Remain

    Brian T. Glennon

    The U.S. Supreme Court’s highly anticipated Omnicare decision provides much-needed clarification as to when a statement of opinion can give rise to Section 11 liability and, to the relief of securities issuers, when it cannot. But the court did not directly address important issues regarding how the Omnicare analysis will be applied, including when an omission may give rise to Section 11 liability, say attorneys with Latham & Watkins LLP.

  • Avoiding Tax Inefficiencies In M&A Integration

    Elan P. Keller

    The technical provisions of an acquisition agreement turn into harsh reality when the IRS knocks on the doors of a combined taxpayer a couple of years after the transaction closed. The seller is now nowhere to be found, or the IRS combines preclosing audit issues with post-closing issues, which makes the lines of indemnification substantially blurry, says Elan Keller of Kaye Scholer LLP.

  • Antitrust's Attempt At Healthy Competition In Health Care

    Lori Lustrin

    Just as soon as the ink dried on the Affordable Care Act, the Federal Trade Commission and state attorneys general stepped up efforts to strike down anti-competitive mergers in the health care sector. This, in turn, has led many providers to feel conflicted between their desire to achieve economic efficiencies through mergers and consolidations and reluctance to risk antitrust liability. But hope is not lost, says Lori Lustrin of B... (continued)

  • Reducing M&A Costs Through Seller Due Diligence

    Bradley S. Austin

    Many sellers — particularly private equity sellers and those running auctions — now consider providing vendor due diligence reports to potential buyers, speeding up the sale process and maintaining greater control over diligence. VDDRs can also contribute to the efficiency of an auction process with a “stapled insurance package,” removing another potential gap in negotiations, say attorneys with McGuireWoods LLP.

  • Freeing Trapped Cash In Cross-Border Deals

    Stephen I. Glover

    In cross-border acquisitions, issues about how to deal with target cash often become significantly more complex. Businesses that operate around the world may have cash in several different countries, and regulatory and tax concerns may limit both the seller's and the buyer's ability to transfer cash from one country to another, say Stephen Glover and Jonathan Corsico of Gibson Dunn & Crutcher LLP.

  • Time To Rethink Shareholder Relations As Activism Evolves

    Joseph B. Frumkin

    What began as a targeted effort by a small number of governance activists clearly is now a broad movement that is redefining the relationship between public companies and their shareholders. Companies and their boards should recognize that historic shareholder relations models, as well as “traditional” approaches to responding to shareholder initiatives, may no longer be optimal, say attorneys with Sullivan & Cromwell LLP.

  • Looking At Appraisal Rights Outside Delaware

    Daniel E. Wolf

    Even as the Delaware appraisal rights landscape continues to evolve, deal makers should avoid assuming that the issues and outcomes will be the same in transactions involving companies incorporated in other states. The relevant statutory regime, as well as the judicial fair-value exercise, may produce unexpected results, say attorneys with Kirkland & Ellis LLP.

  • OPINION: Not All That Is Public Should Be Publicized

    Adam C. Sherman

    Although court decisions are public records, that doesn’t mean they should be publicized by the courts on search engines, such as Google. Access alone isn’t the problem. The issue is that these decisions appear prominently atop search results — even when browsing parties are not looking for them. Courts have opened their doors, but they need not remove them entirely, says Adam Sherman of Vorys Sater Seymour and Pease LLP.