Mergers & Acquisitions

  • August 31, 2015

    NY Court Nixes Norex's Siberian Oil Field Suit

    A New York court tossed Norex Petroleum Ltd.’s lawsuit targeting BP PLC and two billionaires over an alleged plot to steal Norex’s $500 million stake in a Russian oil company, holding that a Siberian court’s decision diluting its investment stands up in American court.

  • August 31, 2015

    9th Circ. Tweaks Ruling On Broadcaster's $15M IRS Row

    The Ninth Circuit declined Friday to rehear a dispute over a $15 million tax tab from a broadcasting company share sale, but amended its opinion after company shareholders questioned whether the IRS would be subject to a lower standard of proof on remand.

  • August 28, 2015

    Sage Group Says Suit Over Axed MYOB Bid Has Been Tossed

    U.K. accounting software giant The Sage Group PLC said on Friday that a lawsuit brought in 2011 by MYOB Ltd. shareholders over its aborted bid for the Australian software company has been tossed.

  • August 26, 2015

    TV Station Must Finalize $6.4M Sale After Contract Breach

    A California federal judge on Wednesday ordered the owner of a Philadelphia television station to complete the station's $6.4 million sale to the spectrum auction middleman accusing it of breaching its obligations, finding that the owner failed to disclose complicating regulatory problems with the U.S. Federal Communications Commission.

  • August 25, 2015

    DC Regulators Veto $6.8B Exelon-Pepco Deal

    The D.C. Public Service Commission on Tuesday rejected the $6.8 billion merger between Exelon Corp. and Pepco Holdings Inc., with the three-member commission ultimately concluding that the proposed tie-up between the utility companies is "not in the public interest."

  • August 24, 2015

    GE, Electrolux Get OK For Korean Subpoenas In Merger Fight

    A D.C. federal judge ruled Sunday that General Electric Corp. and AB Electrolux Inc. can try to subpoena documents from their South Korean rivals through a foreign court in the government's challenge to their $3.3 billion appliance tie-up.

  • August 24, 2015

    Pfizer To Shed Four Products For FTC Blessing Of $17B Deal

    The U.S. Federal Trade Commission on Monday blessed Pfizer Inc.’s acquisition of Hospira Inc. on the condition that the companies agreed to divest four products to U.S.-based generic company Alvogen Group Inc.

  • August 21, 2015

    International Energy Can Sue Chinese Co. Over BP Asset Sale

    The Fifth Circuit on Friday held that International Energy Ventures Management could sue Hong-Kong based United Energy Group Ltd. in federal court, after a trial court found Energy Ventures filed bogus claims against a businessman who brokered a BP PLC energy assets sale in order to keep a $46.5 million contract dispute out of federal court.

  • August 20, 2015

    Andretti To Sell Stake In Sports Marketing Co. To Settle Suit

    IndyCar racing team owner Michael Andretti has agreed to sell his stake in a sister sports marketing company to settle an Indiana lawsuit against him and his racing team by the sports marketing company’s co-owners.

  • August 20, 2015

    Calif. Justices Lift Policy Transfer Barrier In Landmark Ruling

    The California Supreme Court on Thursday overruled its landmark 2003 ruling in Henkel Corp. v Hartford, holding in Fluor Corp.'s asbestos coverage suit that the prior decision conflicts with an obscure California law that allows companies to freely assign their rights under insurance policies to successors after a loss has already occurred.

  • August 14, 2015

    Investors Settle Appraisal Of Zale Shares After Signet Deal

    Signet Jewelers Ltd., which bought competing jeweler Zale Corp. for $690 million last year, said Friday that it has settled appraisal demands from several institutional shareholders in a deal that values their stock at the transaction price of $21 per share and hands over $34 million in interest.

  • August 13, 2015

    8th Circ. Kills Spray Foam Antitrust Suit Against Graco

    The Eighth Circuit on Thursday refused to revive a putative class action accusing Graco Inc. of buying its competitors to dominate the spray foam equipment market, saying that lead plaintiff Insulate SB Inc. hadn’t pled enough facts to warrant sending the case through expensive antitrust discovery.

  • August 12, 2015

    Sprint Investors Score $29M Fee Award After Settlement

    Lead counsel who represented Sprint Nextel Corp. shareholders in a class action over the company’s 2005 merger with Nextel won approval for nearly $29 million in attorneys’ fees from a Kansas federal judge on Wednesday, months after securing a massive settlement for their clients.

  • August 11, 2015

    Kuwait Co. On Hook For $17.8M After Botched Software Deal

    A Delaware federal judge on Monday signed a $17.8 million judgment in favor of investors who claim Sakhr Software Co. breached a merger deal to assign them shares after they turned over their stock in translation software company Excuse Me Services Inc. to the Kuwait-based corporate defendant.

  • August 6, 2015

    Greenberg Traurig Skirts Sanctions In $53M Rail Row

    Greenberg Traurig LLP on Wednesday escaped an attempt by Sierra Railroad Co. to win sanctions over accusations the firm worked with its client to hide assets during a $52.8 million trade secrets trial over a failed merger, but was still scolded by a California federal judge for coming close to “vexatious” conduct. 

  • July 31, 2015

    Judge Skeptical Of "Aggressive" Relativity Media Sale Plan

    A New York bankruptcy judge indicated Friday that he was not on board with Relativity Media LLC's plan to sell off its film and television production businesses in just two months, but approved $9.5 million in stopgap funding to keep the company going.

  • July 28, 2015

    Caris Employees Get $16.3M After Co. Sharply Devalued Stock

    A Delaware judge said Tuesday that Caris Life Sciences Inc. purposely low-balled its businesses' value by $175 million before a 2011 spinoff and merger, shortchanging a class of employee stockholders by $16.3 million.

  • July 28, 2015

    Garda Must Pay $10M To Ex-Shareholders After Merger Row

    A New York state judge has awarded $10.5 million to Kumiva Group LLC, formerly ATI Services LLC, after finding that armored-car and security company Garda USA Inc. broke the 2007 merger agreement between the two.

  • July 24, 2015

    HP Objector's $2.3M Fee Bid Rejected As Judge OKs Deal

    A California federal judge granted final approval Friday to Hewlett-Packard Co.'s embattled settlement with shareholders over its disastrous acquisition of Autonomy Corp. but refused to grant an objector $2.3 million in attorney fees, slamming the objector for raising an attorney conflict that didn't exist.

  • July 23, 2015

    7th Circ. Says Negotiations Over Box Co. Sale Not A ‘Sham’

    The Seventh Circuit ruled in a panel decision on Thursday that a family-owned cardboard box company does not owe Trovare Capital Group LLC a breakup fee after talks over the company’s sale fell apart, because the box company kept trying to negotiate a deal past the termination date.

Expert Analysis

  • Dole Ruling Warns Not To Undermine MFW Protections

    Gregory Markel

    The $148 million in damages levied last week against Dole Food Co. Inc. CEO David Murdock and former general counsel C. Michael Carter emphasizes that controlling stockholder transactions that employ the dual procedural protections set out in MFW must actually adhere to the substance and purpose of those protections, say attorneys with Cadwalader Wickersham & Taft LLP.

  • Purchase Price Adjustment Lessons From ATK Dispute

    Daniel R. Avery

    Disputes concerning an M&A target’s financial condition may result in both a post-closing purchase price adjustment and potential indemnification claims by the buyer. A purchase price dispute stemming from Alliant Techsystems Inc.’s acquisition of Bushnell Group Holdings Inc. brings these issues squarely into focus, say attorneys with Goulston & Storrs PC.

  • Rules Of The Road For Directors Serving Two Masters

    Diane Holt Frankle

    Constituency directors may have day jobs as employees of the private equity firm, parent corporation, activist hedge fund, lender or union that designated them for the board seat they now hold. If so, such directors owe separate duties to their employer. Kaye Scholer LLP partner Diane Holt Frankle takes an in-depth look at the issues constituency directors should keep in mind and the standards that apply to them.

  • New Case Clarifies Del.'s Conflicts Committee Approach

    Ethan A. Klingsberg

    Earlier this year, Delaware Vice Chancellor J. Travis Laster, in the El Paso case, concluded that a subsidiary master limited partnership’s conflicts committee had failed to satisfy even a subjective good-faith standard when approving “dropdowns.” In a recent, similar case involving Kinder Morgan, the pendulum swung the other way but with an obvious takeaway, say Ethan Klingsberg and Christopher Austin of Cleary Gottlieb Steen & Hamilton LLP.

  • Tips For Responding To An FTC Subpoena

    Julie A. Flaming

    A subpoena from the Federal Trade Commission can be unnerving and may appear daunting in the scope of its requests. Negotiations with the FTC regarding scope of discovery, time frames and even format of production can assist in reducing the burden for companies, say Julie Flaming and Katie Smith of Nelson Mullins Riley & Scarborough LLP.

  • Key Online Lending Takeaways As Regulators Assess Industry

    Christopher L. Allen

    Regulators are assessing what a well-calibrated online lending regulatory framework may look like — one that balances greater access to credit with appropriate risk management and borrower protections. This may impact investments relating to online lending and the M&A opportunities available to strategically acquisitive bank and nonbank lenders, say attorneys with Arnold & Porter LLP.

  • A Late-Summer Dive Into The HSR Annual Report

    Jack Sidorov

    The recently released Hart-Scott-Rodino annual report, while appropriate beach reading only for insomniacs, provides a useful look at the agencies’ merger enforcement efforts and the operation of the premerger notification program from October 2013 through September 2014, says Jack Sidorov, senior counsel at Lowenstein Sandler LLP and a former U.S. Department of Justice Antitrust Division attorney.

  • Fluor Ruling Is Good News For Calif. Policyholders

    Richard DeNatale

    Last week, in its long-anticipated and unanimous decision in Fluor Corp. v. Superior Court, the California Supreme Court made it significantly easier to transfer insurance rights in corporate acquisitions and reorganizations, placing California squarely in the mainstream view, say Richard DeNatale and Celia Jackson at Orrick Herrington & Sutcliffe LLP.

  • A Look At The Modern Business Judgment Rule

    D. Gordon Smith

    The Delaware courts have made innovative use of the business judgment rule in cases involving takeover defenses, controlling stockholder transactions and stockholder ratifications. The modern business judgment rule is not a one-size-fits-all doctrine, but rather a movable boundary, marking the shifting line between judicial scrutiny and judicial deference, says D. Gordon Smith, professor of law and associate dean at Brigham Young U... (continued)

  • How Regulation A Can Help M&A Practitioners

    Peterson_Christopher_KayeScholer.jpg

    Regulation A may be particularly useful in circumstances where a potential acquirer wants to issue equity securities without registration but the facts of the proposed acquisition limit the availability of the Regulation D exemption, says Christopher Peterson of Kaye Scholer LLP.