Mergers & Acquisitions

  • November 20, 2014

    Kenneth Cole's $279M Going-Private Deal Survives NY Appeal

    A New York appeals court on Thursday upheld the dismissal of a shareholder suit over Kenneth Cole Productions Inc.'s $279 million go-private deal, ruling that majority shareholders' actions were shielded by the business judgment rule.

  • November 19, 2014

    Ex-Pfizer Workers Lose Benefits Bid In Suit Over Wyeth Deal

    A Pennsylvania federal judge on Tuesday refused to grant severance benefits to a proposed class of former Pfizer Inc. workers who alleged in an Employee Retirement Income Security Act suit that they were owed the benefits after an employment transfer that followed the company's $68 billion acquisition of Wyeth Pharmaceuticals.

  • November 19, 2014

    Activision Brass Reach $275M Deal To End Shareholder Action

    The leaders of Activision Blizzard Inc. have agreed to a $275 million settlement of consolidated shareholder derivative and class action litigation over what investors say was a tainted $8.2 billion deal to buy back Vivendi SA's controlling stake, the game maker said Wednesday.

  • November 19, 2014

    Regions Investors Again Win Class Cert. In Stock Inflation Suit

    An Alabama federal judge on Wednesday certified for the second time a class of shareholders suing Regions Financial Corp. over alleged misrepresentations related to its 2006 acquisition of AmSouth Bancorp, following a remand from the Eleventh Circuit on the issue of price impact.

  • November 19, 2014

    Investor Suits Over $1.2B Multimedia Games Buyout Combined

    A Texas federal judge agreed Tuesday to consolidate two putative shareholder class actions alleging casino games maker Multimedia Games Holding Co. Inc.'s proposed $1.2 billion buyout by Las Vegas-based Global Cash Access Holdings Inc. cheats shareholders.

  • November 18, 2014

    No-Show Puda Coal Found Liable In Investors’ Bogus-IPO Suit

    The Southern District of New York on Tuesday entered a default judgment against Chinese company Puda Coal Securities Inc., which had been sued by an investor class for selling its sole asset to a private equity firm without telling investors for months and lying about its IPO plans.

  • November 17, 2014

    Lifespan Wins $30M Insurance Coverage For Hospital Breakup

    A Rhode Island federal judge on Monday validated Lifespan Corp.'s $30 million claim for insurance coverage from National Union Fire Insurance Co. and RLI Insurance Co., stemming from damages Lifespan was ordered to pay after a trial on its contract duties to a Boston hospital after the partnership broke up.

  • November 17, 2014

    High Court Nixes Musicland Investor's Appeal Of $32M Penalty

    The U.S. Supreme Court has declined to hear an appeal of a $32 million judgment against a Musicland Stores Inc. investor based on a jury finding that he failed to disclose a material interest in the entertainment retailer before a lucrative buyout, according to an order released Monday.

  • November 14, 2014

    AriZona Tea Must Pay $125M As Part Of Co-Founder Buyout

    A New York judge on Thursday ordered producers of AriZona iced tea to pay $125 million to co-founder John Ferolito as part of a buyout of his stake, but halted the 9 percent interest Ferolito’s stake had been accruing, according to Friday reports.

  • November 14, 2014

    Valeant Disclosures Approved In Allergan Inside Trading Row

    A California federal court Friday implemented an order that Valeant Pharmaceuticals International Inc. and Bill Ackman’s hedge fund make additional disclosures regarding Allergan Inc.'s insider trading suit, setting the stage for a special shareholder meeting next month that could decide the fate of their hostile takeover bid.

  • November 14, 2014

    Pharma Exec Can't Duck SEC's Pump-And-Dump Suit

    The Canadian man behind Spencer Pharmaceutical Inc. must face charges from the U.S. Securities and Exchange Commission of spreading fictitious reports of a $245 million buyout to inflate stock prices, a Massachusetts federal judge said Friday, rejecting the man's bid to evade U.S. jurisdiction.

  • November 14, 2014

    QR Energy Settles Suit Aiming To Block $3B Merger

    QR Energy LP has agreed to settle a proposed class action in Texas federal court challenging its planned $3 billion sale to oil and gas operator Breitburn Energy Partners LP for allegedly being priced too low and cheating unitholders out of a bigger return, according to a Thursday court filing.

  • November 12, 2014

    Goldman Slays Dragon’s $580M Failed-Buyout Suit Again

    The First Circuit on Wednesday refused to revive a consolidated $580 million negligence suit accusing Goldman Sachs & Co. of failing to assess the stability of the company buying speech technology firm Dragon Systems Inc., deciding Goldman’s conduct wasn’t unfair or deceptive.

  • November 12, 2014

    Bankrupt Natrol Gets Nod For $132.5M Sale To Aurobindo

    A Delaware bankruptcy judge on Wednesday signed off on nutritional supplement maker Natrol Inc.'s $132.5 million sale to Aurobindo Pharma USA Inc., the result of a three-way auction that boosted the initial price tag by more than $45 million.

  • November 10, 2014

    Investor Slams 'Cumbersome' PE Collusion Settlement

    A member of a proposed class alleging several top private equity funds colluded to depress leveraged buyout prices objected Monday to a tentative settlement, calling the agreement “cumbersome, time-consuming and expensive” enough to give sophisticated class members a leg up in the claims process.

  • November 7, 2014

    Allergan Shareholder Claims Not Ripe, Chancery Rules

    A Delaware Chancery judge declined Friday to enter summary judgment in favor of shareholders of Botox maker Allergan Inc., who sued over the company’s interpretation that a bylaw bars an alternative strategy to the hostile takeover bid being pursued by Valeant Pharmaceuticals International Inc. and activist investor Bill Ackman.

  • November 7, 2014

    Flakeboard, SierraPine Settle Antitrust Claims For $5M

    Particleboard manufacturers Flakeboard America Ltd. and SierraPine Ltd. will pay the U.S. Department of Justice $5 million to settle antitrust claims that the competitors profited from an illegal deal while the department scrutinized Flakeboard's proposed $107 million acquisition of three SierraPine mills, according to California federal court documents filed on Friday.

  • November 7, 2014

    EU Court OKs Spanish Foreign Acquisition Tax Breaks

    A European Union court on Friday sided with Spanish companies Banco Santander SA, Santusa Holding SL and Autogrill Espagna SA over tax benefits granted to businesses that acquire indirect holdings in foreign competitors, saying the European Commission failed to establish that the tax breaks gave beneficiaries a selective economic advantage.

  • November 6, 2014

    Chinese-Owned Co. Set To Fight US Bar To Wind-Farm Deal

    A Washington federal judge Thursday kept in place a challenged presidential order barring Chinese-owned Ralls Corp. from buying four Oregon wind farms after a remand from the D.C. Circuit but also set up a framework for future proceedings that would allow Ralls to contest the order.

  • November 6, 2014

    Leucadia To Pay $70M To End Jefferies Investor Suits

    Leucadia National Corp. on Thursday said it has agreed to pay $70 million to settle a series of investor class action lawsuits challenging its nearly $3 billion stock swap deal for Jefferies Group Inc., which created a $9 billion conglomerate with real estate, health care and other holdings.

Expert Analysis

  • Wind River Case May Signal Change For Encryption Exports

    Grayson Yeargin

    The recent settlement between the U.S. Department of Commerce’s Bureau of Industry and Security and Wind River Systems Inc., a subsidiary of Intel Corp., may indicate that BIS is tightening the reins on encryption exports. It is also a cautionary tale for companies engaging in mergers and acquisitions with exporters of software products containing encryption, say Grayson Yeargin and Emily Crandall Harlan of Nixon Peabody LLP.

  • The Print Room: How To Spend Less And Get More

    Senthil Rajakrishnan

    Our estimates indicate that some law firms spend up to $8,000 per attorney each year on print-related costs. Although we live in a digital world, hard copy printing will remain an important part of business for years to come. Changing technology, however, offers opportunities to improve efficiencies and save money, say Senthil Rajakrishnan and Ryan Mittman of HBR Consulting LLC.

  • The DOJ's Drastic Remedy For Gun-Jumping

    Barbara T. Sicalides

    For the first time since 2010, the U.S. Department of Justice's Antitrust Division, as part of a settlement, required a disgorgement remedy in a civil antitrust action, and made a point of predicting that disgorgement would deter parties from engaging in anti-competitive conduct during the pendency of a transaction often known as “gun-jumping,” say Barbara Sicalides and Isla Long of Pepper Hamilton LLP.

  • Dewey Partner Clawback Ruling May Hurt New York Law Firms

    Evan C. Hollander

    Unless the recent ruling in the Dewey & LeBoeuf LLP bankruptcy case is overturned on appeal or the New York Legislature amends the state’s fraudulent transfer and partnership laws, partners of New York firms will bear greater risk if their firms fail than will members of many non-New York partnerships. This risk factor might even affect decisions by prospective lateral partners about which firms to join, say attorneys with Arnold & Porter LLP.

  • Novation — At The Crossroads Of M&A And Gov't Contracts

    Kimi Murakami

    When beginning the novation process to transfer government contracts during a strategic acquisition, contractors should keep in mind that approval for the transfer is completely within the discretion of the contracting officer — who, while very familiar with government contracts, may be less familiar with corporate transactional matters, says Kimi Murakami of PilieroMazza PLLC.

  • DOJ Suggests FCPA Successor Liability For Stock Purchases

    Taylor J. Phillips

    The U.S. Department of Justice’s second Foreign Corrupt Practices Act opinion procedure release of the year reemphasizes the department’s position on successor liability, but in doing so, appears to assert that there can be FCPA successor liability even in stock purchases — a position that may surprise some transactional attorneys, say attorneys with Bass Berry & Sims PLC.

  • When Do Tribal Leaders Create FCPA Liability?

    T. Markus Funk

    One of the many definitional challenges facing Foreign Corrupt Practices Act practitioners worldwide is under what circumstances traditional authorities, who routinely exercise considerable influence over business matters, qualify as “foreign officials.” This is a particularly apt question for companies seeking to pursue mining interests in Canada, say T. Markus Funk and Barak Cohen of Perkins Coie LLP.

  • Nearing 30, Is Revlon Showing Its Age?

    Mohsen Manesh

    Two recent Delaware Chancery Court decisions — Chen v. Howard-Anderson and Rural Metro Corp. — underscore the expansive reach of Revlon in “sale or change in control” transactions. If Revlon is indeed dwindling, it is happening from outside the pressed edges of corporate law, where competing bodies of business law have emerged, rejecting or dispensing of Revlon as a fiduciary mandate, says Mohsen Manesh of the University of Oregon School of Law.

  • 9th Circ. Must Apply Dynamic Analysis To St. Luke's

    David Balto

    Next week, the Ninth Circuit will hear oral argument in the St. Luke's Health System Ltd. merger case, which many consider the most significant health care antitrust case in years. When viewed through the U.S. Supreme Court's dynamic, forward-looking approach in U.S. v General Dynamics, it is clear that sound antitrust law and policy and the facts require a reversal, says David Balto, former policy director of the Federal Trade Com... (continued)

  • Navigating Inbound Chinese Investment Through The CFIUS

    Peter Thomas

    The growth of Chinese investment in the United States has been controversial, which is reflected in the scrutiny from the Committee on Foreign Investment in the United States. But as shown by a number of recent deals, including the Smithfield-Shuanghui, Nexen-CNOOC and IBM-Lenovo transactions, parties have successfully navigated the CFIUS review process by adopting proactive and transparent approaches, say attorneys with Simpson Th... (continued)