Mergers & Acquisitions

  • October 20, 2014

    Revel Auction Loser Can’t Void Brookfield Sale, Judge Says

    A New Jersey bankruptcy judge on Monday formally rebuffed a motion to invalidate the auction of Atlantic City’s bankrupt Revel Casino Hotel, dismissing a losing bidder’s claims of a tainted auction days after the bidder filed notice of appeal.

  • October 20, 2014

    Warburg, Bridgepoint Directors Beat $250M Tender Offer Suit

    A California federal judge on Friday said Bridgepoint Education Inc.'s approval of a 2013 tender offer with Warburg Pincus Private Equity VIII LP was based on "classic business judgment," tossing a shareholder derivative suit claiming the offer allowed Warburg to unfairly rake in nearly $250 million in profits via a share buyback.

  • October 17, 2014

    Skadden Dispute Over Radnor Sale To Stay In Bankruptcy Court

    A Delaware federal judge on Friday denied defunct packaging company Radnor Holdings Co.'s motion to move an adversary case out of bankruptcy court, after its former executive failed to convince judges that Skadden Arps Slate Meagher & Flom LLP conspired with a hedge fund to sell off its assets.

  • October 14, 2014

    KKR, KFN Prevail In Chancery Suit Over $2.6B Deal

    A Delaware judge on Tuesday dismissed a putative class action by KKR Financial Holdings LLC shareholders who claim they were shortchanged in a $2.6 billion takeover by KKR & Co. LP, finding that KKR didn't control KFN's board when it had approved the merger. 

  • October 7, 2014

    Texas Exec Found Liable For Co.'s $9M Tax Shelter Plan

    The U.S. Tax Court said Tuesday that a former officer and director of a Texas chemical storage facility is liable for over $9 million in tax deficiencies and penalties the company incurred after engaging in a series of sales that were tax shelter transactions.

  • October 6, 2014

    Calif. Appeals Court Gives Duped Investors Shot At Remedy

    A California appeals court ruled Monday that investors in the defunct software company Sesame Technologies Inc. are entitled to a remedy after a trial court found that two former Sesame executives breached their fiduciary duties to them by selling off the company's assets, rendering the investors' ownership interest worthless.

  • October 3, 2014

    Ensign, Exec Must Pay $16M To Man Fired Before $52M Deal

    A Texas state court has ordered Ensign Services LLC and a vice principal of the energy company to pay roughly $16 million to a former employee of FE Services LLC for cutting him out of Ensign’s $52 million purchase of the Texas oil company.

  • October 1, 2014

    FDIC, JPMorgan Pare Some WaMu Tax Liability Claims

    JPMorgan Chase NA and the Federal Deposit Insurance Corp. told a D.C. federal court Tuesday that they will stop fighting about the FDIC's responsibility to cover some outstanding tax liabilities imposed against JPMorgan after buying Washington Mutual Inc. because some tax authorities dropped their claims.

  • October 1, 2014

    Exec Gets 15 Months In EBay Insider Trading Case

    A Pennsylvania federal judge on Wednesday sentenced the former president of an e-commerce firm acquired by eBay Inc. who pled guilty to insider trading connected to the takeover to 15 months in prison, a fraction of what the executive had faced.

  • September 30, 2014

    Del. High Court Reverses Appriva Investors' $250M Ev3 Win

    The Delaware Supreme Court on Tuesday ruled a trial court should not have allowed Appriva Medical Inc. shareholders to argue a nonbinding letter of intent affected a merger agreement with ev3 Inc., which was financially backed by Warburg Pincus, reversing a jury’s $250 million judgment against ev3 for breaching the agreement.

  • September 30, 2014

    Goldman, Others Get Initial Approval For $590M LBO Deals

    A Massachusetts federal judge on Monday granted initial approval to $590 million in settlements with a class of shareholders who claim Goldman Sachs Group Inc., Carlyle Group LP and several other private equity firms teamed up to keep leveraged buyout prices low.

  • September 26, 2014

    Chancery Allows Early Appeal In $255M Cornerstone Deal Suit

    A Delaware Chancery judge on Friday allowed Cornerstone Therapeutics Inc. director defendants to appeal his ruling that kept them on the hook for breach of fiduciary duty claims related to Chiesi Farmaceutici SpA's $255 million buyout of the company, as the investor lawsuit moves forward.

  • September 26, 2014

    Cartica's Merger Suit Dies On Purchaser-Seller Grounds

    A New York federal judge has dismissed a shareholder challenge to CorpBanca SA and Itau Unibanco Holding SA's proposed $3.7 billion merger, ruling that only purchasers or sellers can attempt such injunctions — a question the judge said many appeals courts have declined to touch.

  • September 25, 2014

    Dresser-Rand Can't Bar $32M Share Sale During Merger Row

    A Texas appeals court on Thursday declined to revive Dresser-Rand Group Inc.’s bid to stop a Spanish energy investor from selling off $32 million in stock amid an ongoing merger dispute, saying that the state’s courts have no authority to hear the case.

  • September 23, 2014

    Robbins & Myers Wins Toss Of Suit Over $2.5B Energy Merger

    An Ohio federal judge on Monday tossed a proposed shareholder class action against Robbins & Myers Inc. alleging the energy and pharmaceutical equipment manufacturer undervalued itself in a $2.5 billion merger with National OilWell Varco, ruling the plaintiff had sold his shares and had no standing to pursue the claims.

  • September 17, 2014

    Tax Court Rules Mass. Merger Created $30M Taxable Gift

    A U.S. tax judge on Wednesday ruled a Massachusetts couple had failed to report a $29.6 million gift to their sons when their company and their sons’ business merged, but they were not liable for penalties because they relied on their lawyer's advice.  

  • September 17, 2014

    Mentor Investors' Appeal Over $1.1B J&J Sale Tossed

    A California appeals court has ended investor litigation against Mentor Corp. over its $1.1 billion sale to Johnson & Johnson, saying the breast-implant maker's board didn't betray shareholders by choosing the $31-per-share offer, ignoring much higher estimates, because the financial context was uncertain in late 2008 when the sale was conceived.

  • September 16, 2014

    Class Wins Remand Of Best Buy Stock Option Action

    Employees of a cloud-services company that Best Buy Co. Inc. had sold won remand of their suit accusing it of reneging on stock options contractually promised to them, with a Minnesota federal judge saying Tuesday that Best Buy didn't show the amount at issue exceeds the threshold for removal.

  • September 12, 2014

    Deutsche, Goldman Win $37M In Fees For CVR Defense

    A New York judge has awarded Goldman Sachs & Co. and Deutsche Bank Securities Inc. $37 million in fees for helping defend Texas-based oil refiner CVR Corp. from a $2.6 billion takeover by noted raider Carl Icahn, saying the banks' enlistment contract with CVR was crystal clear — even though the defense failed.

  • September 12, 2014

    FirstEnergy Must Kick In For NYSEG Cleanup, 2nd Circ. Says

    The Second Circuit ruled Thursday that FirstEnergy Corp. is responsible for environmental cleanup costs at former industrial sites operated by New York State Electric and Gas Corp. and its bankrupt predecessor Associated Gas & Electric Co., but not for contamination caused by Ageco subsidiaries that later merged into NYSEG.

Expert Analysis

  • Who Runs My Joint Venture?

    Sean A. Bryan

    It is common for investment funds and other entities, whether in the form of a limited liability company or limited partnership, to have boards of advisers or otherwise provide for consultation with nonmanaging equity owners. The partnership or operating agreement should be explicit in granting authority, if any, or disclaiming authority, as is more customary, says Sean Bryan of Akin Gump Strauss Hauer & Feld LLP.

  • The Root Cause Of Skyrocketing Defense Costs

    Douglas W. Greene

    The costs of defending securities class actions continue to increase, and the root cause is the convergence of two related factors — the prevailing view that securities class actions are “bet the company” cases, and the consequent reflexive hiring of BigLaw firms, says Douglas Greene of Lane Powell PC.

  • What Litigators Can Learn From Novelists

    Michael H. Rubin

    Many legal briefs are written in impenetrable jargon and begin with an introduction telling the court what it already knows, using words that stem from the 18th century, such as “hereinafter.” Instead, we should approach briefs the way novelists approach their writing, says Michael Rubin of McGlinchey Stafford PLLC.

  • Start To Think About Entering China's Health Care Market

    Tim Stratford

    After the news this past July that German hospital operator Artemed had signed a framework agreement to establish the first wholly foreign-owned hospital in the Shanghai Pilot Free Trade Zone, foreign investors anxious for an opening into China’s tightly regulated health care sector may have further reason for optimism, say attorneys with Covington & Burling LLP.

  • An Offensive Use Of The FCPA?

    Kedar Bhatia

    With recent examples in mind, there is no clear indication that offensive use of the Foreign Corrupt Practices Act is actually a new frontier as opposed to another somewhat underhanded effort at securing a competitive advantage, say Kedar Bhatia and Shamoil Shipchandler of Bracewell & Giuliani LLP.

  • Commerce's BE-13 Survey Is Back: What You Need To Know

    Scott Flicker

    The U.S. Department of Commerce's Bureau of Economic Analysis — a little-known U.S. government statistical reporting bureau — has revived a dormant regulation mandating that U.S. entities submit a report when they take on, or are created as a result of, qualifying new foreign direct investment in the United States, say Scott Flicker and Dana Stepnowsky of Paul Hastings LLP.

  • Del. Clarifies Approach To Derivative Suits In Insolvency

    Brad Eric Scheler

    Before the Delaware Supreme Court’s landmark Gheewalla ruling, application of the business judgment rule to actions by directors of insolvent companies had been controversial, given the concern that directors might be inclined to engage in high-risk strategies while creditors bear the risk of failure. A recent Chancery Court decision highlights this concern, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Information Governance: A Missed Opportunity For Lawyers

    Ann Snyder

    Today, information intersects every practice area, making all lawyers effectively information governance practitioners in one way or another. The issue is whether you will consciously embrace this emerging discipline — and capitalize on it to the benefit of your clients and your practice, says Ann Snyder of the Information Governance Initiative.

  • Foreign Direct Investment Vs. National Security Risk

    Philip Thompson

    The number of voluntary notices filed with the Committee on Foreign Investment in the U.S. continues to increase significantly. The benefits of seeking voluntarily CFIUS approval for covered cross-border transactions far outweigh the risks, and recent cases have underscored the merits of advance strategic planning, say Philip Thompson and Robert Crowe of Nelson Mullins & Scarborough LLP.

  • Investor Interest In Health IT Firms Continues

    Geoffrey C. Cockrell

    Traditional venture capital technology investors are finding firms that gather and analyze health care data appealing because of the growth of electronic records and consumer use of health tracking technology. In addition, early-stage investors often view investing in these companies as presenting less risk than investing in biotech firms, say Geoffrey Cockrell and Amber Walsh of McGuireWoods LLP.