Mergers & Acquisitions

  • 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.

  • September 12, 2014

    Forum Selection Bylaws Shrug Off Investor Backlash

    A Delaware Chancery judge's Monday ruling that First Citizens BancShares Inc.’s bylaws can require nearly all intra-corporate disputes to be litigated in North Carolina continued a trend in favor of corporate forum selection bylaws, further cementing the hurdles shareholders must overcome to prove such provisions go too far.

  • September 11, 2014

    Halliburton Loses Appeal To Shift KBR Tax Arbitration Fight

    A Texas state appeals court on Thursday denied an appeal from Halliburton Co. seeking to compel KBR Inc. to arbitrate under a tax-sharing agreement, a $257 million tax dispute arising from the companies’ 2007 split.

  • September 10, 2014

    Suit Over $8.5B Family Dollar Buyout Gets Fast-Tracked

    A Delaware Chancery Court judge on Wednesday agreed to fast-track a putative class action targeting Family Dollar Stores Inc. directors over the discount retailer's planned $8.5 billion buyout by Dollar Tree Inc., allowing the suing shareholders to proceed with discovery.

  • September 10, 2014

    Cornerstone Directors Can't Escape Suit Over $255M Buyout

    A Delaware Chancery Court judge on Wednesday left mostly intact a consolidated suit by Cornerstone Therapeutics Inc. investors challenging the fairness of Chiesi Farmaceutici SpA's $255 million buyout of the company, tossing only a claim against Cornerstone for aiding and abetting directors' breaches of fiduciary duty.

  • September 5, 2014

    Perjuring Ex-Troutman Atty Denied Piece Of $2.2B Deal

    A Delaware judge on Friday said a former Troutman Sanders LLP attorney couldn't claim an interest in the $2.2 billion acquisition of a nursing home operator in his breach-of-contract suit against an ex-partner, after he committed perjury in a separate civil case.

  • September 3, 2014

    LVMH To Redistribute Hermes Stake To Settle Share Battle

    French luxury goods conglomerate LVMH Moet Hennessy Louis Vuitton SA will give up its 23 percent stake in Hermes International SCA as part of a deal it reached to settle a 4-year-old securities dispute with the rival luxury fashion house, the companies said Wednesday.

  • September 2, 2014

    NJ Court Reverses Fox Rothschild Win In Malpractice Row

    The New Jersey Appellate Division on Tuesday revived a businessman's malpractice suit against Fox Rothschild LLP over its alleged failure to explain a redemption agreement that denied him an additional payout on certain interests when Marsh & McLennan Agency LLC bought his employer, which had previously acquired his insurance brokerage company.

  • September 2, 2014

    4 Lessons From Carlyle's 7-Year Collusion Case

    Carlyle Group LP made a surprise change of course Friday and moved with its attorneys Latham & Watkins LLP to settle a proposed class action that had threatened a long, messy trial, bringing an end to the nearly seven-year collusion suit that ensnared many of the biggest U.S. private equity firms, roped in dozens of top law firms and left many lessons to be learned from the long road. Here, Law360 takes a look at some of the takeaways.

  • August 29, 2014

    Carlyle Group To Pay $115M To Settle PE Collusion Row

    Carlyle Group LP has agreed to pay about $115 million to settle a long-running proposed class action brought against it and several other private equity firms for allegedly teaming up to depress prices in leveraged buyouts leading up to the financial crisis, according to media reports on Friday.

  • August 28, 2014

    SynQor Shareholder Suit Nixed Over Buyout Deal

    A Delaware Chancery judge on Wednesday tossed a putative class action by SynQor Inc. shareholders who claimed senior management's buyout deal shortchanged minority stockholders of the power conversion company, ruling the transaction was an appropriate exercise of business judgment.

  • August 27, 2014

    Tyson Agrees To Sell Sow Biz Ahead Of Hillshire Merger

    Tyson Foods Inc. agreed Wednesday to sell off its Heinold Hog Markets sow-purchasing division, settling an antitrust suit filed the same day by the U.S. Department of Justice over Tyson’s $8.55 billion bid to acquire Hillshire Brands Co.

  • August 26, 2014

    Chancery Won't End Astex Buyout Case, Citing Lack Of Notice

    A Delaware Chancery Court judge declined Monday to close a consolidated shareholder class action challenging Astex Pharmaceuticals Inc.'s planned $886 million buyout by Japanese drugmaker Otsuka Holdings Co. Ltd., saying the parties failed to notify remaining class members that the plaintiffs dropped the case and were divvying up attorneys’ fees.

  • August 26, 2014

    Ex-Porsche Execs Must Face German Trial Over Axed VW Deal

    A German appeals court ruled Tuesday that two former Porsche Automobil Holding SE executives must face trial on criminal market manipulation charges stemming from the company's unsuccessful effort to acquire Volkswagen AG, reversing a lower court's decision.

  • August 25, 2014

    HP Blocked From Hiring Plaintiffs' Attys In Autonomy Row

    A California federal judge ordered Hewlett-Packard Co. shareholders Monday to revise a proposed settlement in their derivative suit over HP's $11.1 billion Autonomy Corp. acquisition, vetoing a clause under which the plaintiffs' attorneys would be paid $18 million to help HP sue Autonomy’s top brass.

  • August 25, 2014

    Objecting Stockholders Can't Tap $11M Class Deal For Fees

    A Delaware Chancery judge on Friday denied a bid by certain Orchard Enterprises Inc. stockholders for reimbursement of attorneys’ fees out of a $10.7 million settlement in a separate action challenging the music and video distributor's 2010 cash-out merger with majority shareholder Dimensional Associates LLC.

Expert Analysis

  • Forum Selection Bylaws Are Best Considered On A Clear Day

    Michael G. O’Bryan

    An Oregon court’s decision in Roberts v. TriQuint SemiConductors Inc. shows that enacting an exclusive forum provision on a clear day, before a company sees the storm clouds of litigation on the horizon, may support the enforceability of the provision, say attorneys with Morrison & Foerster LLP.

  • Preserving The Attorney-Client Privilege In M&A

    Joseph B. Crace Jr.

    Most courts agree that parties to a merger or sale of assets must share a legal — rather than a purely commercial — “common interest” at the time the information is shared in order for no waiver of the attorney-client privilege to take place. However, there is broad disagreement on what constitutes a “shared legal interest,” say attorneys with Bass Berry & Sims PLC.

  • 8 Trends Influencing Energy Transactions

    Sean T. Wheeler

    More and more midstream companies are in need of capital to take advantage of significant infrastructure investment opportunities, which should lead to more public and private merger and acquisition activity in the midstream space along with additional initial public offerings, says Sean Wheeler of Latham & Watkins LLP.

  • OPINION: Pro Bono May Help Diversity Recruiting Efforts

    David A. Lash

    A recent Law360 article about the perennial BigLaw concern over how to recruit and retain female and ethnically diverse attorneys addressed a new approach being taken by some law firms — going beyond traditional mentoring programs by creating a sponsorship relationship. Pro bono can also play a part, say David Lash and Merle Vaughn of the Association of Pro Bono Counsel.

  • More State Courts Upholding Forum Selection Bylaws

    Melissa L. Nunez

    The recent case of Groen v. Safeway represents a clear move by California to join the growing list of states going on record to endorse the enforceability of forum selection provisions in corporate bylaws, say Robert Friedel and Melissa Nunez of Pepper Hamilton LLP.

  • How Research Efficiency Impacts Law Firm Profitability

    David Houlihan

    For a law firm, excess time dedicated to legal research generates waste, either in the form of artificially reduced billable hours or, particularly in flat or contingency fee projects, as overhead eroding the profitability of legal work. By measuring five factors, firms will begin to understand their own opportunities for improving profits, says David Houlihan of Blue Hill Research Inc.

  • Winning Strategies For Bidders In M&A Auctions

    Robert C. Hussle

    Obtaining a successful outcome when bidding in a merger and acquisition auction is a balancing act between two competing goals — winning the bid and minimizing the cost of losing, says Robert Hussle of Rogers & Hardin LLP.

  • Can EU States Do Whatever They Want To Foreign Takeovers?

    Stephen C. Mavroghenis

    The European Union competition commissioner recently cited French initiatives to block the GE-Alstom deal as an example of “worrying signals of protectionist threats.” France is not, however, to be singled out as EU member states have sought to protect their national champions for decades, relying on, among others, an EU merger provision, say attorneys with Shearman & Sterling LLP.

  • New Guidance On How MFW Operates At Pleading Stage

    Daniel H. Gold

    The Delaware Chancery Court ruling in Swomley v. Schlecht suggests that defendants will, in appropriate cases, be able to take advantage of the Delaware Supreme Court’s MFW decision at the pleading stage and obtain dismissal without the need for potentially costly discovery, say Daniel Gold and Scott Ewing of Haynes and Boone LLP.

  • Best Business Planning Practices For Lawyers

    Jenn Topper

    Each lawyer's practice is a self-run business, even within the platform of a firm, and yet the level of entrepreneurialism within the practice of law is oftentimes marginalized, says legal industry business development specialist Jenn Topper.