Mergers & Acquisitions

  • July 31, 2015

    Judge Skeptical Of "Aggressive" Relativity Media Sale Plan

    A New York bankruptcy judge indicated Friday that he was not on board with Relativity Media LLC's plan to sell off its film and television production businesses in just two months, but approved $9.5 million in stop-gap funding to keep the company going.

  • July 28, 2015

    Caris Employees Get $16.3M After Co. Sharply Devalued Stock

    A Delaware judge said Tuesday that Caris Life Sciences Inc. purposely low-balled its businesses' value by $175 million before a 2011 spinoff and merger, shortchanging a class of employee stockholders by $16.3 million.

  • July 28, 2015

    Garda Must Pay $10M To Ex-Shareholders After Merger Row

    A New York state judge has awarded $10.5 million to Kumiva Group LLC, formerly ATI Services LLC, after finding that armored-car and security company Garda USA Inc. broke the 2007 merger agreement between the two.

  • July 24, 2015

    HP Objector's $2.3M Fee Bid Rejected As Judge OKs Deal

    A California federal judge granted final approval Friday to Hewlett-Packard Co.'s embattled settlement with shareholders over its disastrous acquisition of Autonomy Corp. but refused to grant an objector $2.3 million in attorney fees, slamming the objector for raising an attorney conflict that didn't exist.

  • July 23, 2015

    7th Circ. Says Negotiations Over Box Co. Sale Not A ‘Sham’

    The Seventh Circuit ruled in a panel decision on Thursday that a family-owned cardboard box company does not owe Trovare Capital Group LLC a breakup fee after talks over the company’s sale fell apart, because the box company kept trying to negotiate a deal past the termination date.

  • July 23, 2015

    Tesoro, QEP Duck Investor Suits Over $400M Merger

    A Texas federal judge has dismissed two investor class actions against QEP Midstream Partner LP and Tesoro Logistics LP that attempted to enjoin them from completing an estimated $400 million merger, after QEP argued that the unit holders failed to state a claim.

  • July 21, 2015

    Co.'s Shareholder Settlement Terms Can Vary, Judge Says

    A Delaware Chancery judge ruled Tuesday that a company can settle on different terms with different groups of shareholders who moved towards litigation in the wake of a $1.88 million merger.

  • July 20, 2015

    Tyco To Pay $126M In Shareholder Suit Over Com-Net Buy

    A Pennsylvania judge has awarded nearly $126 million to Com-Net Critical Communications Inc. in a shareholder action against Tyco Electronics Corp. over its purchase of the wireless communications company.

  • July 17, 2015

    Investors Drop Suit Over $12B Freescale Semiconductor Deal

    A Texas federal judge has tossed an investor class action that sought to stop NXP Semiconductors NV’s $11.8 billion takeover of Freescale Semiconductor Ltd. after the plaintiffs earlier in the week requested a voluntary dismissal of the suit.

  • July 17, 2015

    Outdoor Channel Escapes Suit Opposing Camera Biz Deal

    A Texas federal judge on Thursday tossed a suit alleging Outdoor Channel Holdings Inc. and Kroenke Sports & Entertainment LLC’s 2013 merger interfered with a pre-existing deal for Outdoor to sell its aerial camera business, but left the door open for an amended complaint.

  • July 17, 2015

    DC Circ. Affirms FCC Approval Of Radio Station Purchase

    The D.C. Circuit upheld on Friday a Federal Communications Commission decision allowing Cumulus Licensing LLC to acquire two radio stations in Florida and Alabama, dismissing an objection from a competing broadcast company and saying the move was consistent with FCC rules.

  • July 14, 2015

    EU Antitrust Cop On Board With IAG's Tweaked Aer Lingus Bid

    The European Commission on Tuesday said International Consolidated Airlines Group SA can buy Irish airline Aer Lingus Group PLC for $1.5 billion if it makes room for competition on some key routes, days after Aer Lingus rival Ryanair Holdings PLC agreed to part with its stake.

  • July 13, 2015

    Delaware Judge Reluctantly Hands Dell Win In Appraisal Row

    A Delaware Chancery judge reluctantly granted Dell Inc. a victory Monday in its defense against five asset managers seeking appraisals after Dell announced a go-private merger, agreeing that state precedent meant the institutions’ shares actually belong to a third-party depository.

  • July 13, 2015

    Dune’s Contentious $19M Bankruptcy Sale Gets Green Light

    A Texas bankruptcy judge on Friday approved the $19 million sale of bankrupt oil and gas driller Dune Energy Inc. to White Marlin Oil & Gas Co. over objections by unsecured creditors that Chevron USA Inc. interfered in the sale.

  • July 10, 2015

    Ex-Alden CEO's $35M Stock Deal Claims Revived On Appeal

    A Texas appellate court said a dispute over a $35 million partial stock redemption between Alden Industries Inc. and its former CEO has unresolved fact issues and belongs back in trial court, reversing a grant of summary judgment for the company.

  • July 9, 2015

    Calif., Artemis Reach $200M Deal Over Insurance Co. Scheme

    French company Artemis SA and others have agreed to pay $200 million to settle allegations that they conspired to hide a French government-owned bank’s illegal ownership of now-insolvent, California-based Executive Life Insurance Co., California state authorities said Thursday.

  • July 9, 2015

    TRW, Fuji Oozx Resolve Fight Over Mexico Parts Plant

    TRW Automotive JV LLC agreed to drop its suit against auto parts manufacturer Fuji Oozx Inc. claiming that Oozx's plans to open an engine valve subsidiary in Mexico violated their joint venture agreement, according to a Wednesday court filing.

  • July 7, 2015

    JPMorgan, FDIC Trim More WaMu Tax Liability Claims

    JPMorgan Chase NA and the Federal Deposit Insurance Corp. told a D.C. federal court Tuesday that New York and Pennsylvania tax authorities have dropped claims of outstanding liabilities on Washington Mutual Inc. and they will no longer fight over them.

  • July 7, 2015

    Intervenors Bow Out Of Tribal Gaming Co. Sale Dispute

    A group of intervenors has agreed to drop claims in a contract battle between a Chickasaw Nation-owned gaming company and the bankrupt owner of the DiamondJacks casino chain over a failed $125 million sale, according to a stipulation of dismissal filed in Louisiana federal court Monday.

  • July 7, 2015

    Refco Can Add To Claims Over Cantor's Gaming Tech Biz

    The bankruptcy estate of brokerage Refco Inc. can add new allegations to support claims that Cantor Fitzgerald LP and affiliates illegally siphoned off mobile gambling technology from an entity Refco co-owned for a planned $100 million public spinoff, a New York magistrate judge ruled Monday.

Expert Analysis

  • 7 Keys To Improving Your Direct Examination

    James Murray

    Trial lawyers should approach direct examination with the same excitement as cross-examination. If you do not, the jury will notice and your case will suffer. An effective direct examination backs the lawyer out of the action and puts the witness front and center to tell the story in a conversational, comforting, interesting fashion, says James Murray of Dickstein Shapiro LLP.

  • Assessing Unitranche Financing In Europe And Germany

    Dr. Jens Linde

    In the last few years, unitranche financing has been heralded as the new trend in European corporate financing and as an alternative to traditional bank financing. But, when analyzed, does unitranche financing in the European and German markets live up to expectations? ask Dr. Jens Linde and Michael Schuhmacher of P&P Pollath & Partners.

  • A Study Of Recent Delaware Appraisal Decisions: Part 3

    Philip Richter

    One of the key practice points arising out of recent decisions in Merlin v. Autoinfo, Owen v. Cannon, and Longpath v. Ramtron is that an acquiror should outline in some detail the cost savings expected from a merger. References to anticipated savings embedded in assumptions for projections or in an investment memorandum may not be sufficient, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • A Study Of Recent Delaware Appraisal Decisions: Part 2

    Steven Epstein

    The Delaware Chancery Court now primarily or exclusively relies on the merger price to determine fair value when the merger price is a particularly reliable indication of value and the standard financial valuation analyses — discounted cash flow and comparables — are particularly unreliable. All of the recent cases meeting these parameters have involved disinterested transactions, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Screened Selection In Party-Appointed Arbitrations

    Charles B. Rosenberg

    The International Institute for Conflict Prevention & Resolution's screened selection process for party-appointed arbitrators is a simple compromise between the positions of those who believe the existing system of party appointments should remain unchanged and those who would overhaul the system, say Charles Rosenberg of White & Case LLP and Olivier Andre of the International Institute for Conflict Prevention & Resolution.

  • A Study Of Recent Delaware Appraisal Decisions: Part 1

    Philip Richter

    In a break with past practice, several times in recent months, the Delaware Chancery Court has relied primarily or exclusively on the merger price to determine fair value in appraisal cases. However, we note that the court’s reliance on merger price is still limited, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Drafting Documentation Principles In Acquisition Financing

    Excerpt from Lexis Practice Advisor
    Andrew Bettwy

    Identifying the appropriate precedent documentation is often the key element of documentation principles. In addition, the level of deference given to the precedent documentation is often a heavily negotiated point, say Andrew Bettwy and Glen Lim of Proskauer Rose LLP.

  • Where’s The Exit? New Opportunities In China For PE Firms

    Dean Collins

    With a deepening of China’s A-share market, it has become more attractive for private equity firms to sell their interest in a portfolio company to a Chinese listed company, although it has been unclear how, on account of regulatory constraints, this could be achieved for foreign sellers. A recent transaction has thrown interesting light on this issue, say attorneys with Dechert LLP.

  • Fair Proxy Voting: Why Section 14(a) Needs Scienter

    Caleb J. Bartel

    Section 14(a)’s current interpretation sacrifices early discovery and corrective disclosures for the risk of strike suits having little to do with informed voting. Requiring a showing of scienter in post-closing damages cases will change the wait-and-see incentive by eliminating its benefit, says Caleb Bartel of Irell & Manella LLP.

  • Ex Ante Vs. Ex Post: Janis Joplin’s Yearbook Revisited

    Paul E. Godek

    Fisher and Romaine’s well-known article, “Janis Joplin’s Yearbook and the Theory of Damages,” argues that commercial damages should be measured as of the time the challenged act occurred, an approach that has generally been favored. However, their argument is somewhat contrived, says Paul Godek, principal at MiCRA and a former economic adviser at the Federal Trade Commission.