A Texas federal judge on Monday blocked a bid by Swiss chemical conglomerate INEOS Technologies USA LLC to stop BASF Corp. from selling a catalyst unit to W.R. Grace & Co., holding that BASF had complied with a contractual requirement giving INEOS the right of first refusal to buy the catalyst assets.
The Delaware Chancery Court dismissed shareholder litigation Friday alleging Chelsea Therapeutics International Ltd.'s board acted in bad faith by omitting two projections from disclosures ahead of the drugmaker's 2014 sale, ruling the optimistic earnings forecasts were unlikely to be realized.
Delaware’s Chancery Court late Thursday tossed a shareholder challenge to Salix Pharmaceuticals Ltd.’s $13.1 billion sale to Valeant Pharmaceuticals Inc., finding the two-count suit failed to support viable claims against either company.
The Second Circuit on Wednesday paused CVR Energy Inc.’s bid to revive its federal malpractice suit against Wachtell Lipton Rosen & Katz over the company's post-takeover bank fees, until the appeal of a similar state court action plays out in New York.
The founder of driverless car technology company and recent GM acquisition Cruise Automation Inc. reached a deal with a former business acquaintance Thursday to end litigation over claims the acquaintance holds an equity stake in the young company.
A D.C. federal judge's opinion blocking Staples' $6.3 billion deal for Office Depot shows that the Federal Trade Commission was on strong legal ground with a nationwide contract market theory echoing the agency's successful Sysco case, leaving the companies with a factual burden they couldn't handle without calling any witnesses, experts said.
One week after blocking a proposed $6.3 billion merger between Staples and Office Depot, a D.C. federal judge explained on Tuesday that he wasn’t convinced Amazon Business and other companies would be able to replace the lost competition fast enough.
A Delaware Chancery judge on Wednesday knocked several T. Rowe Price funds' stock out of the appraisal case over Dell’s $25 billion go-private deal, ruling that the shares are not eligible for judicial valuation because they were voted in favor of the transaction despite the investment firm’s intentions to the contrary.
Staples and Office Depot said they would drop their $6.3 billion merger Tuesday after a D.C. federal judge agreed to block the deal on the Federal Trade Commission's allegations the companies' tie-up would dominate the market for business office supplies.
The Federal Trade Commission and Pennsylvania cannot put the merger of Penn State Hershey Medical Center and PinnacleHealth System on hold for an administrative challenge, a Pennsylvania federal judge ruled Monday, rejecting the government’s market definition and saying the merger could benefit patients.
The First Circuit on Friday upheld a Massachusetts federal court’s order setting possible contempt sanctions against Biolitec AG in a patent dispute at $70 million, finding its untimely challenge to overturn the order “reeks of an attempt at re-litigation.”
The Texas Supreme Court denied a rehearing request Friday from an attorney found liable on appeal for his clients' alleged conspiracy to take over three hospitals purchased out of bankruptcy along with other investors, opening the door to his $7.6 million liability verdict being resurrected.
Covisint Corp., the cloud-based endeavor founded by a consortium of automakers including General Motors and Ford, agreed Thursday to pay $8 million to a class of shareholders alleging in New York federal court that the company's initial public offering documents were misleading.
With caveats, the Delaware Supreme Court upheld a two-part Chancery Court dismissal of class challenges to the $690 million Zales-Signet Jewelers merger, finding Friday that the lower court properly gave deference to the business judgment of the Zales board's “fully informed, uncoerced vote.”
The former owners of Ranbaxy Laboratories Ltd. said Thursday that an arbitrator has ordered them to pay 25.63 billion Indian rupees ($385 million) in damages to Japan's Daiichi Sankyo Co. Ltd., which bought a majority stake in Ranbaxy in 2008, though an appeal may be in the works.
The father of a former JPMorgan investment banker accused of illegally trading on inside tips about health care industry mergers involving clients of the bank and the son's subsequent employer on Wednesday was sentenced to four years' probation.
A former Silicon Valley-based executive for a Japanese semiconductor manufacturer settled with the U.S. Securities and Exchange Commission on Monday, shedding allegations that he made a quarter-million dollars by trading on insider information about Tokyo Electron Ltd.'s $252 million buy of FSI International Inc.
Shareholders of a company acquired by Transocean Ltd. cannot sue over a stock drop resulting from the Deepwater Horizon spill because they did not bring the suit within the three-year time limit, a Second Circuit panel said Friday, affirming a lower court’s ruling.
Morgan Lewis & Bockius LLP was blocked Thursday from securing documents from Dilworth Paxson LLP in a Pennsylvania lawsuit accusing the former firm of improperly taking sides in a feud between rival groups that had owned Philadelphia's two major daily newspapers.
An Oklahoma federal judge on Thursday rejected a bid by a Williams Cos. Inc. investor to block the natural gas giant’s proposed merger with an Energy Transfer Equity LP affiliate over alleged misrepresentations about revenue gains, saying investors were cautioned about future potential performance risks.
If the failed Halliburton-Baker Hughes and Staples-Office Depot mergers collectively constitute a bellwether, we can expect to see fewer horizontal competitors propose mergers in markets that are already concentrated, says Randy Gordon of Gardere Wynne Sewell LLP.
Nowhere is the attractiveness of law firms as cybercrime targets more evident than the recent Mossack Fonseca hack, believed to be the most significant data theft event in history. Firms represent a treasure trove of information and historically have had dreadful cybersecurity practices. There has been some progress, but firms can also commit to better defending their information by taking a simple, three-step approach, says Sean D... (continued)
In calling for mandatory pro bono service, U.S. Supreme Court Justice Sonia Sotomayor is effectively using her bully pulpit to advance the cause of access to justice for the poor. Her courageous leadership is a clarion call to action that must be heeded. But bold as it may be, the pronouncement is incomplete, says David Lash, managing counsel for pro bono at O’Melveny & Myers LLP and a member of the Association of Pro Bono Counsel.
Joining two firms with long histories meant not only combining cultures, philosophies and deeply rooted ways of doing business, but also combining two IT systems, two accounting systems, and two ways of handling many other administrative functions. It didn't help that the firms had different fiscal year ends, says John Langan, managing partner of Barclay Damon LLP.
While there are commonly accepted valuation frameworks, whether a judge will view an expert’s valuation as reliable depends critically on the details of the methodology. Economists at Cornerstone Research summarize the common critiques Delaware judges have made of various experts’ work based on a review of 15 recent opinions in M&A appraisal rights cases.
On May 20, 1996, the U.S. Supreme Court held that a $2 million punitive damages award imposed for a tort that caused $4,000 in economic harm was unconstitutionally excessive. In the ensuing 20 years, BMW v. Gore has proved to be a foundational case in punitive damages jurisprudence. We were fortunate enough to have played a role in this historic decision, say Mayer Brown LLP partners Andrew Frey and Evan Tager and Maserati North Am... (continued)
Last week, we discussed why corporate legal departments are taking on so much more work themselves instead of outsourcing it to law firms. This is, of course, an ominous sign for law firms and the traditional partnership structure. So too is disaggregation and the emergence of legal service providers as well as others — notably the Big Four — poised to enter the gargantuan legal services market, says Mark A. Cohen of Legal Mosaic LLC.
Delaware corporations, including a majority of the Fortune 500, will soon have the ability to issue shares using the same technology that underlies the virtual currency bitcoin. Blockchain technology can eliminate the complexity, cost and delay prevalent in today’s capital markets, but the greatest impediment to its implementation remains a legal one, says Marco Santori, head of the blockchain technology focus team at Pillsbury Win... (continued)
Savvy repeat buyers start thinking about post-acquisition integration and create an integration team the day a letter of intent or confidentiality agreement is signed. William Rowe and Helen Mantel of Baker & McKenzie LLP describe the difference between acquisition-only due diligence and combined acquisition and PAI due diligence and offer some best practices.
Oddly, amazingly, inexplicably, in a business where words are never in short supply, only one word seems to work when it comes to characterizing a lawyer’s commitment to clients, says Dan McGinn, a national reputation management adviser who has counseled nearly half the Fortune 100.