Mergers & Acquisitions

  • May 5, 2016

    Daiichi Sankyo Wins $385M From Ranbaxy's Ex-Owners

    The former owners of Ranbaxy Laboratories Ltd. said Thursday that an arbitrator has ordered them to pay 25.63 billion Indian rupees ($385 million) in damages to Japan's Daiichi Sankyo Co. Ltd., which bought a majority stake in Ranbaxy in 2008, though an appeal may be in the works.

  • May 4, 2016

    Ex-JPMorgan Trader's Dad Gets Probation For Insider Trading

    The father of a former JPMorgan investment banker accused of illegally trading on inside tips about health care industry mergers involving clients of the bank and the son's subsequent employer on Wednesday was sentenced to four years' probation.

  • May 2, 2016

    SEC Settles With Exec Who Traded On Tokyo Electron Deal

    A former Silicon Valley-based executive for a Japanese semiconductor manufacturer settled with the U.S. Securities and Exchange Commission on Monday, shedding allegations that he made a quarter-million dollars by trading on insider information about Tokyo Electron Ltd.'s $252 million buy of FSI International Inc.

  • April 29, 2016

    2nd Circ. Affirms Dismissal Of Transocean Merger Suit

    Shareholders of a company acquired by Transocean Ltd. cannot sue over a stock drop resulting from the Deepwater Horizon spill because they did not bring the suit within the three-year time limit, a Second Circuit panel said Friday, affirming a lower court’s ruling.

  • April 29, 2016

    Morgan Lewis Denied Dilworth Docs In Philly Newspaper Row

    Morgan Lewis & Bockius LLP was blocked Thursday from securing documents from Dilworth Paxson LLP in a Pennsylvania lawsuit accusing the former firm of improperly taking sides in a feud between rival groups that had owned Philadelphia's two major daily newspapers.

  • April 28, 2016

    Investors' Suit Over Williams-ETE Energy Deal Tossed

    An Oklahoma federal judge on Thursday rejected a bid by a Williams Cos. Inc. investor to block the natural gas giant’s proposed merger with an Energy Transfer Equity LP affiliate over alleged misrepresentations about revenue gains, saying investors were cautioned about future potential performance risks.

  • April 26, 2016

    Mercury Systems Can Chase $1.8M Tax Refund, 1st Circ. Says

    Military technology contractor Mercury Systems Inc.’s case against shareholders of a company it acquired over which of them is entitled to $1.8 million in tax refunds was resuscitated by the First Circuit on Tuesday, with the court saying parts of the merger agreement are “inescapably ambiguous” and require fact-finding.

  • April 26, 2016

    Rail Logistics Firm Cleared By Jury In Inflated Value Case

    A Texas state jury on Monday rejected a $9 million claim alleging a rail logistics firm had made materially untrue statements about the value of the company in the run-up to its acquisition, and found that its owner had been defamed.

  • April 21, 2016

    Goldman, Vista Near Deal In Suit Over $4.2B Tibco Sale

    Goldman Sachs and Vista Equity Partners have reached a settlement-in-principle with former Tibco Software Inc. shareholders in a Delaware Chancery suit over faulty share-counting ahead of a private equity firm's $4.2 billion buyout of Tibco, according to a Thursday filing.

  • April 20, 2016

    Judge To Review Dilworth Docs In Philly Newspaper Row

    A Pennsylvania state court judge Wednesday ordered Dilworth Paxson LLP to let her examine documents in a lawsuit accusing Morgan Lewis & Bockius LLP of improperly taking sides in a feud between two rival groups that previously owned Philadelphia's two major daily newspapers.

  • April 15, 2016

    Occam, Wilson Sonsini Settle $200M Calix Merger Class Fight

    Occam Networks Inc.'s top officials and Wilson Sonsini Goodrich & Rosati PC have settled a shareholder suit accusing the company's leadership of selling Occam too cheaply in a roughly $200 million merger in 2010 with Calix Inc., midway through a scheduled 10-day trial in Delaware's Chancery Court.

  • April 8, 2016

    Ex-Fox Rothschild Atty Suspended After Securities Conviction

    An ex-Fox Rothschild LLP attorney will have his license temporarily suspended beginning next month after his conviction in February on allegations that he used inside information from the firm to trade ahead of a major merger between two insurance companies.

  • April 5, 2016

    Drugmaker SIGA Wins Approval Of Ch. 11 Plan

    A New York bankruptcy judge said Tuesday he would approve SIGA Technologies Inc.’s restructuring plan, clearing the pharmaceutical company's path to emerge from Chapter 11 and move on from a $205 million judgment stemming from a failed merger with PharmAthene Inc.

  • April 4, 2016

    9th Circ. Backs Boot Of $20B Anheuser-Modelo Merger Suit

    The Ninth Circuit on Monday affirmed a lower court decision nixing an antitrust case alleging Anheuser-Busch InBev’s $20.1 billion acquisition of Group Modelo hiked prices for the Mexican company’s brands, saying the beer-drinking plaintiffs failed to show how the merger is anticompetitive.

  • April 1, 2016

    Al Jazeera On The Hook For Gore's $1.7M Legal Fees

    A Delaware Chancery judge ruled Thursday that Qatari broadcaster Al Jazeera must pay the $1.7 million legal fees of former Current TV executives Al Gore and Joel Hyatt in connection with a dispute over an escrow fund created after the 2013 purchase of Gore’s cable channel.

  • March 31, 2016

    Health Care Co. Beats More Claims In Soured Merger Suit

    A Delaware federal judge trimmed several claims Thursday from a lawsuit by Medicare insurer Universal American Corp. alleging leaders at health care solutions company APS Healthcare Inc. fraudulently induced the companies’ $222.3 million merger in 2012, saying the extra-contractual promises Universal cited only apply to its federal claims.

  • March 30, 2016

    Facebook Settles Suit, Will Put Board Pay To Investor Vote

    Facebook CEO Mark Zuckerberg agreed to put compensation packages for its directors to a stockholder vote as part of a settlement approved in Delaware Chancery Court on Wednesday in a suit over a 2013 unilateral pay hike for board members.

  • March 30, 2016

    FTC, Pa. Ordered To Unveil Whole Hospital Merger Complaint

    The Federal Trade Commission and Pennsylvania must release the unredacted version of their complaint challenging the merger of two hospital companies, a Pennsylvania federal judge said Wednesday, finding that the enforcers' allegations should be transparent in light of the strong public interest in health care.

  • March 30, 2016

    Reservist's Back Pay Action Against United Moves Forward

    An Illinois federal judge kept alive central claims of a United pilot's proposed class action alleging a lump sum payment he was owed in connection with a merger was illegally reduced due to time he spent serving with the Marine Corps Reserve, but trimmed other portions of the suit Tuesday.

  • March 30, 2016

    Wachtell Beats CVR's Takeover Malpractice Suit

    Wachtell Lipton Rosen & Katz on Tuesday escaped CVR Energy Inc.’s malpractice suit in connection to bank fees incurred in its takeover by Carl Icahn after a New York federal judge found the allegations had already been litigated and tossed in a related state court action.

Expert Analysis

  • When M&A And Bid Protest Worlds Collide

    Gunjan R. Talati

    The U.S Court of Federal Claims has put a new spin on the old adage “buyer beware” as it relates to companies that merge with or acquire federal government contractors. In light of the court’s recent ruling in Universal Protection Service, contractors should recognize that these transactions can impact responsibility status, eligibility for award and even standing to bring a bid protest, say Gunjan Talati and Christian Henel of Thompson Hine LLP.

  • Joint Ventures In The Antitrust Crosshairs At 6th Circ.

    Peter K. Huston

    Antitrust counselors often find joint venture questions tricky. The limitless variety of joint venture arrangements combined with the amorphous rule of reason standard that typically governs them render definitive answers a rarity. The Sixth Circuit's recent decision in Medical Center at Elizabeth Place v. Atrium will not make answering those questions any easier, says Peter Huston of Sidley Austin LLP.

  • 7 Stages Of Grief: Impact Of Oil Downturn On Energy Attys

    Andrew Calder

    As oil prices fell, many companies recognized that their capital structures were unsustainable. The response to the commodity price crisis has affected energy attorneys throughout the U.S., and has continued to evolve as a lower-price environment appears inevitable for the next year and potentially beyond, say attorneys with Kirkland & Ellis LLP.

  • Planning Defense M&A After Recent Gov't Guidance: Part 2

    Jeffrey P. Bialos

    A series of unusual statements issued by the U.S government in recent months has provided guidance on, and raised questions about, consolidation in the defense industry. In this article, Jeffrey Bialos, a partner at Sutherland Asbill & Brennan LLP and former deputy undersecretary of defense for industrial affairs, examines how horizontal, vertical and conglomerate mergers and acquisitions might be viewed under the recent guidance.

  • Inversion Rules Avoid Root Cause Of Problem

    Douglas S. Stransky

    Thwarting inversions by issuing rules is easier than bringing parties to the table to negotiate meaningful corporate tax reform, but that’s what needs to be done. Updating the tax code by implementing a “territorial” tax system would increase the incentive for companies to reinvest profits at home, says Douglas Stransky of Sullivan & Worcester LLP.

  • The Resurgence Of SPACs In A Quiet IPO Market

    Michael J. Mies

    More than 20 years old, special-purpose acquisition companies — publicly listed companies established with the goal of acquiring unspecified targets — have recently experienced a surge in popularity. The presence of respected private equity sponsors makes SPACs more attractive, and we expect they will continue to be a significant portion of the initial public offerings in 2016, say Michael Mies and Gregg Noel of Skadden Arps Slate ... (continued)

  • Planning Defense M&A After Recent Gov't Guidance: Part 1

    Jeffrey P. Bialos

    A series of unusual statements issued by the U.S government in recent months on consolidation in the defense industry has senior executives talking. This two-part analysis by Jeffrey Bialos, a partner at Sutherland Asbill & Brennan LLP and former deputy undersecretary of defense for industrial affairs, evaluates the recent statements and their implications for defense firms.

  • OPINION: Engaging The Media May Help Your Client

    Liz Mair

    While I am confident that the decisions in Windsor and Obergefell were made on the basis of the dictates of the Constitution, I am also confident that the communications efforts undertaken gave the justices additional comfort to make the right call, and ensured that these decisions were not treated as a Roe v. Wade redux, says Liz Mair, former online communications director for the Republican National Committee and president of Mair Strategies.

  • Abry Still Relevant For Dodging Post-Closing Claims

    Benjamin M. Grossman

    In the 10 years since the seminal decision in Abry Partners v. F&W Acquisition, Delaware courts have continued to apply its principles while providing guidance on how to effectively bar extracontractual fraud claims in private acquisitions. Unfortunately, the lessons of Abry and subsequent cases have yet to be fully internalized by some practitioners, says Benjamin Grossman of Jones Day.

  • State Control Of Hospital Merger Review May Be A Good Idea

    Emily Chow

    In West Virginia, the Federal Trade Commission filed an administrative complaint to prevent the merger of two hospitals — just three months after the state attorney general announced his approval. Although West Virginia’s subsequent legislative acrobatics to secure state-action-exemption protection for certain hospital mergers are novel, to hospitals and other states, West Virginia might be on to something, say Emily Chow and Matth... (continued)