Mergers & Acquisitions

  • July 22, 2014

    Benihana Scores Double Win In Trademark, Libel Suits

    Private equity-owned Japanese restaurant chain Benihana Inc. escaped two separate suits Tuesday after a Delaware federal judge agreed to dismiss both Benihana of Tokyo Inc.'s claims that it violated a merger agreement with foreign trademark applications and a defamation suit lodged by the restaurant founder's widow.

  • July 22, 2014

    Magazine Wholesaler's $24M Ch. 11 Sale Plan OK'd

    Source Home Entertainment LLC is slated for an auction in September, after a Delaware bankruptcy judge on Monday approved an auction process for Source Home's manufacturing arm anchored by a $24 million credit bid from senior secured term lenders that includes funds managed by the company's top equity holder.

  • July 21, 2014

    Student Bid To Save DC Museum, Art School Gets Go-Ahead

    A D.C. judge ruled Monday that seven current students, a faculty member and a staff member could continue their bid to save the over 100-year-old Corcoran Gallery of Art and its associated college, after the trustees decided to hand the gallery and school over to George Washington University due to financial struggles.

  • July 21, 2014

    NY Court DQs Rogue Arbitrator From Kazakh Oil Dispute

    A New York state court has disqualified arbitrator Stephen Hochman from taking part in arbitration concerning BP PLC and Statoil's alleged 2008 bribery of Kazakh authorities for refusing to adhere to a court order demanding that he determine whether bribery occurred.

  • July 21, 2014

    MetroCorp Settles Shareholder Suit Over $273M Merger

    MetroCorp Bancshares Inc. has settled a proposed shareholder class action that sought to block the company's proposed $237 million acquisition by East West Bancorp Inc., according to court documents filed Friday, putting to rest months of negotiation.

  • July 17, 2014

    Icahn Wins Bid To Split XO Shareholders' Claims Into 2 Trials

    A New York judge on Thursday granted Carl Icahn’s bid for two separate trials over allegations that he used a refinancing and merger to seize billions of dollars' worth of telecommunications company XO Holdings Inc.'s net operating losses from minority shareholders, finding that the different transactions warrant different proceedings.

  • July 17, 2014

    Owens Hid Woes With Unilever Deal, Not With Clorox's: Judge

    A New York judge handed Graham Packaging Co. a split ruling Wednesday in a suit over its $1.2 billion acquisition of Owens-Illinois Inc.’s plastic container business, ruling Owens failed to disclose a price drop in a deal with Unilever NV but sufficiently disclosed problems with bottles supplied to Clorox Co.

  • July 15, 2014

    Del. Justices Won't Revive Gas Station Buyer's Fraud Claims

    The Delaware Supreme Court won't revive a fraud lawsuit brought by a company that purchased gas stations later found to contain environmental problems, affirming a chancery judge’s ruling that the seller should only be held liable for breach of contract damages totaling $1.5 million.

  • July 15, 2014

    UK Court Puts Amanresorts Founder Back At Helm

    A Russian tycoon who nabbed control of Amanresorts International Pte. Ltd. shortly on the heels of a stake buy has been booted from his seat of power by the U.K. High Court of Justice, which reinstated the resort company's founder as CEO.

  • July 15, 2014

    DC Circ. Rebuke Could Shake Up CFIUS Review Process

    A surprising decision by the D.C. Circuit on Tuesday to resurrect the first-ever challenge to the Committee on Foreign Investment in the United States review process opens the possibility for significant changes to the often frustratingly opaque procedure, experts say.

  • July 15, 2014

    Chinese Wind Co. Can Sue Obama Over Nixed Deal: DC Circ.

    The D.C. Circuit on Tuesday revived Ralls Corp.'s suit against the Committee on Foreign Investment in the United States and President Barack Obama for nixing its acquisition of four Oregon wind farms on national security grounds, saying the government violated the Chinese-owned U.S. wind energy company's due process rights.

  • July 14, 2014

    Priceline, OpenTable Settle Class Actions Over $2.6B Deal

    The Priceline Group Inc. and OpenTable Inc. have settled a spate of proposed shareholder class actions filed in Delaware that sought to block the companies' $2.6 billion tie-up over alleged fiduciary duty breaches, according to a Monday regulatory filing.

  • July 10, 2014

    DLA Piper Can't Duck Hospital's Claims About Dodgy LBO

    A federal judge on Wednesday refused to throw out breach of fiduciary duty claims leveled against DLA Piper by the trustee for Indiana-based Heartland Memorial Hospital LLC alleging that the firm helped insiders loot the health care system during a leveraged buyout that left it insolvent.

  • July 9, 2014

    Thermo Fisher Can't Dodge Suit Over Cartel-Plagued Lab

    A Delaware federal judge on Tuesday rejected Thermo Fisher Scientific Inc.’s bid to toss a suit alleging it fraudulently concealed that a Mexico manufacturing facility it sold to private equity firm OpenGate Capital Group LLC was plagued by drug cartel violence, in violation of securities laws.

  • July 8, 2014

    Guidant Can't Escape J&J's $22B Merger Suit Just Yet

    A New York federal court on Tuesday denied Guidant Corp.'s motion for summary judgment in a Johnson & Johnson suit alleging it breached a contract by scuttling a proposed $21.5 billion merger in 2006, allowing the case to move forward for now.

  • July 7, 2014

    AIG Must Pay UK Insurance Co. $22M Over Warranty Breach

    AIG Europe Ltd. must pay insurance company Ageas (UK) Ltd. $21.6 million to cover losses stemming from car servicing and repair company Kwik-Fit (GB) Ltd.'s breaches of warranty during Ageas' $368 million acquisition of Kwik-Fit's insurance arm, a U.K. judge ruled Friday.

  • July 2, 2014

    Labaton Atty Tapped To Monitor Bazaarvoice’s Sale Of Unit

    A California federal judge on Wednesday appointed a Labaton Sucharow LLP attorney as the trustee to oversee Bazaarvoice Inc.’s divestiture of its recently acquired PowerReviews Inc. unit as required by a proposed judgment in the U.S. Department of Justice’s antitrust action against the company.

  • July 1, 2014

    Defamation Suit Over Seeking Alpha Blog Post Thrown Out

    A New York judge has dismissed a biopharmaceutical company’s suit seeking to compel financial news site Seeking Alpha to disclose the identity of a contributor who posted commentary attacking the company and key executives — a post that preceded a drop in stock price — finding the post was not defamatory.

  • July 1, 2014

    KKR’s Gardner Denver Settlement Serves As Cautionary Tale

    A rare monetary settlement by Gardner Denver Inc. in a shareholder suit tied to its $3.9 billion takeover by KKR & Co. last year serves as a cautionary tale for other private equity firms looking to take on former insiders as deal consultants after KKR’s hiring of a former Gardner Denver chief executive played a key role in the case, experts say.

  • July 1, 2014

    Donald Sterling Trial Will Not Focus On His Mental Capacity

    A California probate judge refused a request from Los Angeles Clippers owner Donald Sterling to postpone next week's trial, saying Monday that the mental capacity of the 80-year-old billionaire will not be one of the issues considered.

Expert Analysis

  • When You Are Responsible For Your Book Of Business

    Jennifer Topper

    Finding prospective clients and retaining them has little to do with your legal training and expertise, and yet you have no practice without successful client acquisition and retention. There is no reason you cannot apply your basic legal training and critical thought to successful sales efforts hinging upon your practice strength and experience, says independent law firm consultant Jennifer Topper.

  • Protections Remain In Place For Ga. Officers, Directors

    J. Timothy Mast

    The Georgia Supreme Court’s highly anticipated decision in Federal Deposit Insurance Corp. v. Loudermilk clarifies the protections afforded by the business judgment rule to directors and officers of banks and corporations, and proves that the “wisdom” of corporate decisions continues to be shielded from claims of ordinary negligence, say attorneys with Troutman Sanders LLP.

  • An Inventive Way To Remove Pure State Court Claims

    Michael E. Blumenfeld

    Nondiverse state court defendants facing purely state law claims that seek to secure federal jurisdiction should determine whether a good faith basis exists to pursue a third-party action against a federal actor in order to trigger the representative U.S. Attorney’s certification and remove such claims under the Westfall Act, say Michael Blumenfeld and Jonathan Singer of Miles & Stockbridge PC.

  • Powerful Tools For Discovery And Litigation Strategy

    Nathalie Hofman

    Analytics offer opportunities for refining both discovery strategy and overall litigation strategy by providing information to support better informed decisions. As an added bonus, they can result in significant cost savings, say Nathalie Hofman and Carolyn Southerland of Huron Consulting Group Inc.

  • Corporate Inversions Show No Signs Of Slowing Down

    Jeffrey L. Rubinger

    Inversions are especially popular these days for pharmaceutical and biotechnology companies, where most of the value of the company is found in intangible assets, but it has been indicated that the heightened pace may prompt Congress to act on a measure quickly, says Jeffrey Rubinger of Bilzin Sumberg Baena Price & Axelrod LLP.

  • Ralls Ruling Could Open Door To Other CFIUS Challenges

    Farhad Jalinous

    Companies have long been hesitant to challenge the Committee on Foreign Investment in the United States because of the broad discretion given to the executive branch on issues of national security, but the D.C. Circuit ruling in Ralls Corp.’s suit against the committee calls into question the breadth of CFIUS’ authority, say attorneys with Kaye Scholer LLP.

  • PRISM Scatters Attorney-Client Privilege

    Any attorney sending or storing confidential client information or privileged communications via the cloud may be knowingly exposing those communications to scrutiny by the U.S. government via programs such as the National Security Agency’s PRISM — and arguably, even waiving any claim of privilege as a result, say attorney Thomas Mullaney and Vaultive CEO Elad Yoran.

  • Hostile Takeover Bids And The Power Of 'Just Saying No'

    Daniel G. Dufner Jr.

    Recent transactions demonstrate that, absent sufficient shareholder pressure to sell or to engage in discussions with a hostile bidder, “just saying no” continues to be a powerful defense to unwarranted offers, say attorneys with White & Case LLP.

  • OPINION: Let's Financially Reward Law Firm Diversity

    Patricia K. Gillette

    It only took the threat of a 10 cent cost increase to make people bring their own bags to Bay Area grocery stores. What if we gave partners an extra $10,000 for increasing diversity in their firms? asks Orrick Herrington & Sutcliffe LLP partner Patricia Gillette.

  • The Troubled Track Record Of The Proxy Strike Suit

    Jonathan A. Shapiro

    The recent wave of proxy strike litigation has now gone two years without a significant court victory, but plaintiffs’ losing record is no guarantee that the wave will slacken anytime soon — particularly if public companies continue paying “go-away” settlements, say Jonathan Shapiro and Joshua Foust of Mintz Levin Cohn Ferris Glovsky and Popeo PC.