Mergers & Acquisitions RSS

  • April 18, 2014

    AMR Can't Terminate Retiree Benefits, Judge Says

    The bankruptcy judge who oversaw AMR Corp.’s Chapter 11 case on Friday rejected the airline’s contention that it has the right to dump the cost of pension benefits onto retirees themselves, saying the benefits are protected in relevant documents.

  • April 17, 2014

    5 Suits Over $45B Comcast-TWC Merger Consolidated

    A New York state judge on Tuesday ordered the consolidation of five shareholder class actions against Time Warner Cable Inc. and Comcast Corp. in New York Supreme Court that seek to halt the mammoth $45.2 billion merger that would reshape the cable industry.

  • April 17, 2014

    PE Firm Monomoy Beats Auto Parts Co.'s Buyout Suit

    A New York state judge has thrown out an auto parts maker's suit claiming private equity firm Monomoy Capital Partners LP had cut it out of a joint venture to buy another auto business.

  • April 14, 2014

    UK Appeals Court Backs Akzo-Metlac Merger Ban

    An appeals court ruled Monday that the U.K.'s competition watchdog has the authority to block Akzo Nobel NV's takeover of rival Metlac Holding Srl because the Dutch chemical company carries out business in the U.K.

  • April 11, 2014

    DC Circ. Backs HHS In Hospital Merger Reimbursement Row

    The D.C. Circuit on Friday upheld a U.S. Department of Health and Human Services decision denying hospital system Dignity Health a Medicare payment for allegedly inadequate depreciation taken by a hospital that it acquired, ruling the merger didn't qualify for reimbursement.

  • April 10, 2014

    Smith & Nephew Pays $12M To Settle ArthroCare Merger Suits

    One month before a shareholder vote on its pending $1.7 billion buyout of ArthroCare Corp., medical technology company Smith & Nephew PLC has agreed to pay $12 million to settle shareholders' challenges to the deal, according to Tuesday filings with the U.S. Securities and Exchange Commission.

  • April 10, 2014

    Kodak, Shutterfly Agree To Drop Noncompete Lawsuit

    Shutterfly Inc. and Eastman Kodak Co. have “consensually resolved” their lawsuit claiming Kodak's recently launched online photo service violated a noncompete agreement the companies signed when Shutterfly bought Kodak's Web gallery business, according to documents filed in New York bankruptcy court.

  • April 10, 2014

    Nicaragua Ducks $12M Pharma Sale Suit In 11th Circ.

    The Eleventh Circuit on Thursday dashed an American couple’s hopes at keeping the $12 million originally awarded to them in damages in a breach of contract suit over a Nicaraguan pharmaceutical company they sold to a foreign government agency, finding that U.S. courts have no jurisdiction over the dispute.

  • April 10, 2014

    Dell Dodges Investor Suit Over $24B Buyout

    A Texas federal judge on Tuesday tossed a putative class action suit after investors withdrew their complaint claiming Dell Inc., its CEO Michael Dell and others disseminated false information in connection with a proposed $24.4 billion buyout of the company.

  • April 8, 2014

    Guild Can Intervene In Philly Inquirer Parent's Dissolution Suit

    A Delaware Chancery judge on Monday ruled that the Newspaper Guild of Greater Philadelphia can participate in the court-run dissolution of the Philadelphia Inquirer's parent, finding that the union had an interest in the publishing company's fate.

  • April 8, 2014

    Del. Court Sends Shareholder Suit Over Occam Sale To Trial

    The Delaware Chancery Court on Tuesday trimmed some shareholder claims stemming from allegations that Occam Networks Inc. directors breached their fiduciary duties with respect to the company's 2010 sale, while ruling that the remaining claims should be sent to trial.

  • April 4, 2014

    Fed. Circ. Gives Raytheon $60M Win In Pension Row

    The Federal Circuit on Friday affirmed a decision compelling the government to pay $60 million to Raytheon Co. for adjusted pension costs on four units the contractor sold.

  • April 3, 2014

    HP Dodges ERISA Suit Over Troubled $11B Autonomy Buy

    A California federal judge on Wednesday threw out a proposed class action claiming Hewlett-Packard Co.’s ill-fated $11 billion purchase of Autonomy Corp. harmed HP's employee retirement plan beneficiaries, finding the workers failed to overcome the presumption of prudent investment.

  • April 1, 2014

    NY Court Won't Revive $50M Paul Hastings Malpractice Suit

    New York's high court on Tuesday declined a Cerberus Capital Management LP affiliate's bid to appeal its loss in a $50 million malpractice suit against Paul Hastings LLP, leaving in place a ruling that found the firm couldn't be blamed for a troubled loan the affiliate made to another company to buy assets from a bankrupt retailer.

  • March 31, 2014

    9th Circ. Won't Revisit Suit Over Southwest-AirTran Merger

    The Ninth Circuit on Thursday declined to rehear a consumer antitrust challenge to the $1.4 billion merger of Southwest Airlines Co. and AirTran Holdings Inc., affirming the suit's dismissal after a previous ruling found the consumers had no evidence to show they were harmed by the deal.

  • March 31, 2014

    Del. Chancery Court’s March Madness Recap

    The Delaware courts held the attention of deal-makers in March, bringing in new leadership and handing down a pair of landmark decisions that effectively reshape how the judiciary will handle certain M&A transactions and the shareholder suits that rise out of them. Here, Law360 runs down the developments and their impact.

  • March 28, 2014

    2nd Circ. Upholds Class Cert. In Denbury Securities Suit

    The Second Circuit on Friday upheld certification for a class of Encore Acquisition Co. shareholders who claim they were shortchanged when oil and gas company Denbury Resources Inc. bought Encore for $4.5 billion in 2009.

  • March 27, 2014

    Investors Seize Class Cert. In Sprint-Nextel Merger Suit

    A Kansas federal judge on Thursday granted class certification to a group of shareholders suing Sprint Nextel Corp. and several of its former top brass over stock losses they allegedly suffered during the company’s $37.8 billion merger with Nextel in 2005.

  • March 26, 2014

    BofA, Ex-CEO To Pay $25M To End Suit Over Merrill Deal

    Bank of America Corp. and its former CEO have entered into a $25 million settlement with the New York attorney general to resolve a lawsuit claiming the bank concealed troubling information about Merrill Lynch & Co.’s financial condition before the pair's 2008 merger, prosecutors said Wednesday.

  • March 26, 2014

    Vista Drops Suit Against Illumina Over $9B Roche Bid

    Swiss money manager Vista Capital Management SA agreed Wednesday to drop its New York federal suit accusing Illumina Inc. and its board of directors of stiffing shareholders by rebuffing several Roche Holdings AG takeover offers, including one nearing $9 billion.

Expert Analysis

  • How To Incentivize Management Across The Pond

    James Ross

    As the buyout market in the United Kingdom heats up, having a good understanding of the nuances of the tax regime and keeping on top of developments in market practice are key to ensuring U.S. private equity investors appear attractive in competitive processes. Remember, any sophisticated adviser will warn management against accepting U.S.-style stock options, and the U.K. market has developed a number of more tax-efficient incentives, which must be considered, say James Ross and Eleanor West of McDermott Will & Emery UK LLP.

  • Activist Investors — Brace Yourselves For 13D Changes

    Perrie Michael Weiner

    The U.S. Securities and Exchange Commission is turning more aggressive attention toward shareholder activists, and the issue of revising the Schedule 13D timetable is alive once again, largely due both to a recent media report and its confluence with another event — the news that such a measure has the support of perhaps the preeminent juridical voice in American corporate law, Delaware Supreme Court Chief Justice Leo E. Strine Jr., say Perrie Michael Weiner and Patrick Hunnius of DLA Piper.

  • The Future Of Law Firm PR: The Good, Bad And Ugly

    Paul Webb

    There has been a dramatic change in how public relations professionals interact with the news media to promote or protect a law firm’s brand and reputation. But content is queen and has a bright future in law firm PR — it all begins with a plan that should include goals, performance indicators and a system of assessment, say Paul Webb, director of marketing at Young Conaway Stargatt & Taylor LLP, and Kathy O'Brien, senior vice president at Jaffe PR.

  • FTC Continues To Target Pharmaceutical Mergers

    Bruce Sokler

    The Akorn Inc.-Hi-Tech Pharmacal Co. Inc. acquisition shows that the Federal Trade Commission is unlikely to ease up soon on what has essentially become a bright-line rule in antitrust policy — transactions resulting in three to two and sometimes even four to three reductions in the number of competitors, where there would be no timely entry, face difficult regulatory hurdles, say Bruce Sokler and Helen Kim of Mintz Levin Cohn Ferris Glovsky and Popeo PC.

  • Fog May Be Lifting Around Finders

    Kenneth G.M. Mason

    The regulatory world of when and whether a U.S. person can raise capital and receive transaction-based compensation without registering as a broker-dealer has been murky. But the U.S. Securities and Exchange Commission’s aggressive stance on when finders have to register as broker-dealers has recently encountered judicial disavowal by courts, which has helped clarify certain compensation issues, say Kenneth Mason and Sharon Obialo of Kaye Scholer LLP.

  • Beware 'Jewel' Risks In Lateral Partner Hiring

    Pamela Phillips

    Jewel litigation has been filed after every major law firm bankruptcy in the past 10 years, including Lyon & Lyon, Brobeck, Coudert, Thelen, Heller and Howrey. These lawsuits have produced years of litigation, with similar suits expected in the Dewey bankruptcy. Despite the legal uncertainties surrounding such claims, hiring firms can take steps now to minimize their Jewel risk for any lateral hire, say attorneys with Arnold & Porter LLP.

  • Heartbleed Rains On The Legal Cloud Parade

    David Houlihan

    While the actual breaches are unknown, Heartbleed has the potential to expose all of a lawyer's files stored or transmitted online. The bug raises professional responsibility questions and offers confirmation of the greatest anxieties that the legal industry has about online practice. In fact, the timing is poor for many legal tech providers, following a general industry warming to cloud offerings, says David Houlihan of Blue Hill Research Inc.

  • A New Approach To Classified Corporate Boards

    Philip Richter

    As institutional investors and proxy advisory firms push forward with the declassification movement, corporate governance constituencies might consider developing a modified classified board structure that could result in preserving the structure’s value-enhancing benefits while addressing shareholders’ concerns about board accountability, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Not 'Fully Protected' — What’s A Director To Do?

    Peter Allan Atkins

    A footnote in the Delaware Court of Chancery’s Rural Metro decision starkly spotlights the visceral trouble spot in the enhanced-scrutiny paradigm — that even the conscientious director who does everything right may still be branded as breaching fiduciary duty. This is particularly troubling in the context of a statutory promise that directors will be “fully protected” if they conscientiously comply, says Peter Allan Atkins of Skadden Arps Slate Meagher & Flom LLP.

  • Keep Your Audience From Checking Email: 5 Legal Talk Tips

    Michael H. Rubin

    Why do the majority of speakers get polite claps at the end of their talks while a few select others receive rousing applause? Having given more than 375 presentations to legal groups, bar associations, Fortune 500 companies and corporate gatherings, I’ve learned a few things about what not to do. Remember, great speakers don’t tell “war stories.” They don’t even give examples from their own practice, says Michael Rubin of McGlinchey Stafford PLLC.