Mergers & Acquisitions

  • May 28, 2015

    Calif. Software Co. Beats Atty’s Suit Over $175M Stake

    A California federal judge on Wednesday tossed a suit brought by a Michigan attorney accusing a privately held software developer of denying his right to a $175 million stake, ruling the attorney didn’t act in the company’s best interests and the agreements he drafted were “plainly unfair.”

  • May 27, 2015

    Investors' $8M Five Mile Merger Settlement Gets Go-Ahead

    An Illinois federal judge on Tuesday approved an $8.25 million settlement between a class of former real estate trust shareholders and Five Mile Capital Partners LLC, ending a suit that alleged Five Mile breached its fiduciary duties when it merged with a real estate investment trust.

  • May 27, 2015

    Kraft Investor Suits Over $45B Heinz Merger Get Consolidated

    A Virginia federal judge on Tuesday consolidated four putative shareholder class actions against Kraft Foods Group Inc. that allege its planned, $45 billion merger with H.J. Heinz Co. gives preference to Heinz, ruling the suits are nearly identical.

  • May 21, 2015

    Del. High Court Reinforces Director Liability Shield

    In a recent ruling on challenges to interested-party buyouts, the Delaware Supreme Court clarified and strengthened a liability shield for independent directors, holding that shareholders can't sue the directors over business decisions without pleading non-exculpated claims against them.

  • May 19, 2015

    NY Judge OK's $4M Deal To Fuel Culligan Investor Suit

    A New York judge on Tuesday signed off on a $4 million settlement that narrows a shareholder derivative suit brought over the fallout from private equity firm Clayton Dubilier & Rice LLC's $610 million leveraged buyout of water treatment product company Culligan Ltd., a deal that will fund the litigation going forward.

  • May 19, 2015

    Regions Agrees To Pay $90M To End Stock Inflation Claims

    Regions Financial Corp. will pay $90 million to settle allegations that the bank misled investors about company accounting after its 2006 buy of AmSouth Bancorp, it said Monday.

  • May 18, 2015

    JG Wentworth Ducks $15M Antitrust Suit Over PeachTree Buy

    A California federal judge on Monday tossed Novation Ventures LLC's $15 million lawsuit alleging that J.G. Wentworth Co. LLC's acquisition of competitor Peach Holdings LLC, known as Peachtree, amounted to an illegal monopoly in the structured-settlement market, saying Novation didn't show it suffered an antitrust injury.

  • May 15, 2015

    No-Show Ex-MySpace Owner Loses Google, News Corp. Suit

    A California federal judge on Friday threw out a MySpace.com owner's proposed class action accusing News Corp., Google Inc. and Ask.com’s owner of colluding to keep MySpace’s price down before its $580 million sale after the plaintiff failed to show up in court.

  • May 15, 2015

    Autonomy CFO Will Get His Say In HP Investors' Suit

    The California federal judge overseeing shareholder litigation over Hewlett-Packard Co.'s disastrous $11 billion Autonomy Corp. acquisition said Friday he'd allow Autonomy's CFO to intervene before a class action settlement is approved, saying it's clear the settlement's bar order could affect Hewlett-Packard's U.K. litigation against Autonomy.

  • May 15, 2015

    Md. Gives Green Light To $6.8B Exelon-Pepco Merger

    Maryland utility regulators on Friday narrowly signed off on the $6.8 billion merger between Exelon Corp. and Pepco Holdings Inc., following the lead of regulators in New Jersey and other affected states and ignoring the calls of Maryland's attorney general and consumer advocates to reject the deal.

  • May 14, 2015

    Del. High Court Opens Exit Door For Directors In Buyout Suits

    Delaware's Supreme Court ruled Thursday that independent directors can win dismissal from suits challenging interested-party buyouts of their companies if shareholders don't bring viable claims against them, reversing a pair of Chancery Court rulings.

  • May 14, 2015

    Soleus Wins $42.5M Jury Award Over Ruined Joint Venture

    A California federal jury awarded $42.5 million to Soleus International Inc. in its suit alleging its Chinese ex-partner strangled its business and ruined their $150 million joint venture in retaliation after Soleus reported the Chinese company’s fire-prone dehumidifiers to federal regulators.

  • May 15, 2015

    CORRECTED: Buyer Settles Contract Suit Over Texas Hospital Deal

    Houston's Behavioral Hospital of Bellaire has settled claims that the buyer of its unnamed assets understated its net income to avoid paying an earnout, while two of the buyer’s affiliates dodged similar claims Thursday in Texas federal court. (Correction: An earlier story incorrectly stated that all three defendants had been dismissed from the suit for failure to state a claim. The error has been corrected.)

  • May 13, 2015

    Arnold & Porter, McCarter Get Some Fees In CEO Firing Suit

    Arnold & Porter LLP and McCarter & English LLP will take home attorneys’ fees for their victory in a million-dollar contract suit over the firing of a Silicon Valley CEO after his company was acquired, but they’ll get far less than the $1.6 million they requested, a California judge said this week.

  • May 13, 2015

    Bankruptcy Judge Greenlights SIGA Insider Trading Probe

    A New York bankruptcy judge agreed Wednesday to allow an investigation into alleged insider trades and suspected wrongdoing by defense contractor SIGA Technologies Inc.'s executives, a probe aimed at digging up fresh legal claims against the smallpox drug manufacturer already embroiled in a major merger and licensing dispute.

  • May 7, 2015

    Bernstein Litowitz To Co-Lead Allergan Investor Suit

    Bernstein Litowitz Berger & Grossmann LLP and another firm prevailed Tuesday over​ ​rival firms vying to lead a shareholder lawsuit in California federal court rooted in Valeant Pharmaceutical International Inc.'s aborted $55 billion takeover of Allergan PLC.

  • May 7, 2015

    3rd Circ. Published Ruling Calls Out Gateway For Omitted Doc

    The Third Circuit on Thursday affirmed a district court's judgment holding Gateway Funding Diversified Mortgage Services LP liable to Lehman Brothers Holdings Inc. in a mortgage-loan indemnification dispute, ruling in a published opinion that Gateway omitted a necessary transcript from the appellate record.

  • May 7, 2015

    Texas Court 'Bound' To Grant Valerus Arbitration Hearing

    A Texas appeals court said Thursday it was "bound" by precedent to grant Valerus Compression Services LP a hearing on its bid to arbitrate a shareholder class action over Valerus' alleged phantom income payments to partners after TPG Capital LLC bought a $500 million stake in the oil services company.

  • May 4, 2015

    Sava Settles With Zurich In Dispute Over $25M D&O Policies

    SavaSeniorCare LLC has settled its claims against Zurich American Insurance Co. in a suit alleging Zurich and another insurer reneged on policies worth $25 million when they refused to cover an underlying action accusing two former Sava officials of misconduct in a failed billion-dollar nursing home deal.

  • May 4, 2015

    High Court Won't Review Nixed ProMedica Hospital Merger

    The U.S. Supreme Court on Monday refused to take up ProMedica Health System Inc.'s bid to overturn a Sixth Circuit ruling that upheld the Federal Trade Commission's decision to block ProMedica from merging with a small Ohio hospital. 

Expert Analysis

  • Fracking 2.0: The Rise Of American Shale Refracking

    Gabriel B. Collins

    New data strongly suggests energy companies will likely accelerate the refracturing of previously hydraulically fractured wellbores in unconventional shale gas plays across the U.S. The trend from industry analysis points to a much more positive outlook for refracking's growth potential than the present market consensus would suggest, says Gabriel Collins of Baker & Hostetler LLP.

  • Tools To Fight Securities Suits In Cross-Border M&A

    Nathan Rouse

    The potential applicability of the international comity and forum non conveniens doctrines can be particularly useful in the realm of M&A litigation, where success is often attained by gaining procedural advantages to end the litigation or at least drive down the cost of settlement, say Jim Howard and Nathan Rouse of Davis Wright Tremaine LLP.

  • A New Approach To Contract Due Diligence In M&A

    David Klein

    The problem with the existing M&A due diligence paradigm is that it does not take into consideration risks in contracts that were not considered material to the transaction — risks that will become apparent following closing as these contracts are integrated into the contract management processes of the purchaser, says David Klein of QuisLex Inc.

  • Deadlocked? How To Exit A Joint Venture The Right Way

    Kenneth A. Gerasimovich

    When there are deadlocks over material decisions in a joint venture, judicial dissolution is often an imperfect solution of last resort. Negotiated solutions hammered out while disputes and personal animosities may be clouding the parties’ judgment also may fail to provide satisfactory relief, say Kenneth Gerasimovich, a shareholder at Greenberg Traurig LLP, and Jennifer Brady, a New York-based attorney.

  • A Route To Directors' Early Exit From Merger Litigation

    Kevin C. Logue

    It has become all too common in transaction-related stockholder litigation for the pleading net to be cast widely, embroiling disinterested and independent directors into long and costly litigation. The Delaware Supreme Court's decision in the case of Cornerstone Therapeutics Inc. should lead to closer scrutiny of allegations against individual directors, say attorneys with Paul Hastings LLP.

  • How Cybercriminals Are Targeting Corporate Transactions

    Brent J. McIntosh

    Cybercriminals are increasingly deploying clever schemes to exploit company executives and their advisers in connection with corporate transactions, including financing transactions and mergers and acquisitions. These sophisticated schemes include emails that provide a closing or a litigation settlement that would seem wholly legitimate to the recipient, say Brent McIntosh and Judson Littleton of Sullivan & Cromwell LLP.

  • Why El Paso Will Have Very Limited Applicability

    Philip Richter

    Notwithstanding commentary suggesting otherwise, in our view, the recent Delaware Chancery Court decision in a derivative suit related to an El Paso Pipeline Partners LP “drop-down” transaction does not indicate that the court will be more likely than in the past to find liability of master limited partnership general partners or their bankers, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Consider 5 Things Before Choosing An E-Discovery Provider

    Barry O’Melia

    There has been a rapid and robust growth in the number of companies offering electronically stored information collection, management and processing services. But a recent survey indicated that not all service providers offer the level of expertise needed in today’s world of big data, the cloud and mobile devices, says Barry O’Melia, chief operations officer at Digital WarRoom.

  • Important Lessons From Delaware For Structuring Earnouts

    David W. Healy

    The Delaware Supreme Court’s recent decision in Lazard Technology Partners LLC v. Qinetiq North America Operations LLC upholds the literal meaning of an earnout provision, and suggests that a target’s reliance on the implied covenant of good faith and fair dealing to save it from “losses at the negotiating table” is a tenuous strategy, say David Healy and Douglas Cogen of Fenwick & West LLP.

  • Lessons On Dueling 'Exclusive Remedy' Clauses In M&A

    Lisa R. Stark

    The Delaware Chancery Court's decision in Alliant Techsystems Inc. v. MidOcean Bushnell Holdings LP reinforces the need for practitioners to pay careful attention to the relationship between multiple “exclusive remedy” provisions in acquisition agreements, say Lisa Stark and Andrew Lloyd of K&L Gates LLP.