Mergers & Acquisitions

  • August 20, 2014

    Aeroflex, Shareholders Strike Deal Over $1.5B Cobham Merger

    The putative class of shareholders suing private equity-controlled Aeroflex Holding Corp. over a proposed $1.46 billion acquisition of the communication equipment supplier by British defense manufacturer Cobham PLC told the Delaware Chancery Court late Tuesday that it had hammered out an agreement to resolve two lawsuits challenging the deal.

  • August 20, 2014

    Lehman Trustee Wants 2nd Circ. Rehearing Over $4B Assets

    The Lehman Brothers Inc. liquidating trustee on Tuesday asked for the full Second Circuit to rehear his claims that Barclays PLC is not entitled to $4 billion in Lehman Brothers Inc. trading collateral, arguing that a panel’s decision could allow attorneys to negotiate bankruptcy sales in secret.

  • August 19, 2014

    Plant Insulation Co. Beats Insurers' Appeal Of Reorg Plan

    A California federal judge on Monday rejected protests from a group of Plant Insulation Co.'s insurance carriers to a Chapter 11 plan that creates an asbestos injury compensation trust, ruling the plan offers the trust a viable path for taking control of the reorganized entity.

  • August 19, 2014

    Susser, Shareholders Work Out Deal Over $1.8B ETP Merger

    Texas-based convenience store and fuel retailer Susser Holdings Corp. said Monday that it has reached a deal to potentially settle two putative shareholder class actions in Delaware court, which are challenging Susser's $1.8 billion merger with Energy Transfer Partners LP.

  • August 18, 2014

    Skadden's $4M Fee Award In Radnor Bankruptcy Upheld

    A Delaware federal judge on Thursday affirmed a bankruptcy court’s $4 million fee award to Skadden Arps Slate Meagher & Flom LLP for its work representing defunct packaging company Radnor Holdings Corp., rejecting the former Radnor CEO's appeal stemming from the company's sale to a hedge fund.

  • August 18, 2014

    2nd Circ. Adds Depth To Morrison's Bright Line

    The Second Circuit took the U.S. Supreme Court's Morrison v. National Australia Bank ruling into its own hands on Friday, boldly saying the bright-line test proposed by the high court in the 2010 landmark case should only be the first step in deciding whether certain securities claims should be subject to U.S. jurisdiction.

  • August 18, 2014

    2nd Circ. Says Missed Deadlines Sink $124M Twitter Suit

    The Second Circuit is refusing to take up an appeal contesting the dismissal of a $124 million suit alleging Twitter engineered a failed private sale before its IPO, saying plaintiffs Precedo Capital Group Inc. and Continental Advisors SA failed to meet filing deadlines to appeal the ruling.

  • August 15, 2014

    Brigham Investors Lose Class Cert. In Suit Over Statoil Buy

    A Texas appeals court on Friday decertified a class of Brigham Exploration Co. shareholders who alleged the company was undervalued in its $4.4 billion acquisition by Statoil ASA, finding a trial judge hadn’t adequately considered the companies’ pled defenses.

  • August 15, 2014

    2nd Circ. Affirms Toss Of Suit Over Porsche's Bid For VW

    Nearly two and a half years after oral arguments, the Second Circuit on Friday affirmed a lower court's decision to toss claims brought by hedge funds that attempted to recoup about $2 billion in losses from Porsche Automobil Holding SE's prospective takeover of Volkswagen AG. 

  • August 13, 2014

    Donald Sterling Can't Stop $2B Clippers Sale: Appeals Court

    A California appeals court on Wednesday refused Donald Sterling’s last-ditch effort to block his wife’s $2 billion sale of the Los Angeles Clippers to former Microsoft CEO Steve Ballmer, finding they had no power to stop the already completed deal.

  • August 13, 2014

    2nd Circ. Axes $3.8M Tax Refund In PT-1 Trustee Case

    The Second Circuit on Wednesday overturned a $3.8 million tax refund award, the result of deals made more than a decade ago, given to a trustee of bankrupt PT-1 Communications Inc. after finding the bankruptcy court that awarded the money didn’t have the authority to determine the refund claim.

  • August 13, 2014

    Verizon To Pay $95M To Settle FairPoint Acquisition Row

    Verizon Communications Inc. has agreed to pay FairPoint Communications Inc.’s litigation trust $95 million to settle a $2 billion fraudulent transfer suit alleging Verizon lured FairPoint into a “disastrous” acquisition that drove it into bankruptcy, according to New York bankruptcy court documents filed Tuesday.

  • August 11, 2014

    Donald Sterling's Appeal To Block $2B Clippers Sale Axed

    A California appeals court on Friday refused Donald Sterling's emergency request to stay a ruling that cleared the way for his wife’s $2 billion sale of the Los Angeles Clippers, after a trial judge withdrew a mistaken final statement of decision in the case.

  • August 8, 2014

    PharmAthene Wins Damages For Lost Profits In SIGA Row

    A Delaware Chancery Court judge ruled Friday that PharmAthene Inc. is entitled to damages based on expected profits it would have earned from selling SIGA Technologies Inc.'s smallpox drug, following an appellate ruling affirming his finding that SIGA sandbagged a proposed merger and drug licensing agreement with PharmAthene.

  • August 8, 2014

    Conex Ch. 7 Trustee's Claims Against Ex-Brass Tossed

    A Delaware bankruptcy judge on Friday tossed claims lodged by the Chapter 7 trustee of Conex International LLC against the oil services contractor’s former brass in an adversary action to clawback roughly $19 million in allegedly avoidable prepetition transfers to the company that acquired Conex in a nearly $250 million leveraged buyout.

  • August 8, 2014

    Media Group Denied Return of Escrow In $115M Stations Sale

    A Texas appeals court has ruled that a media group that backed out of a $115 million agreement to buy several television and radio stations has not proven that it is contractually entitled to recover a $5.7 million escrow payment it made before the deal collapsed.

  • August 8, 2014

    Del. Court Says Expired Trust Can't Pursue Derivative Suit

    The Delaware Chancery Court on Friday dismissed a shareholder derivative suit brought against educational software maker Jenzabar Inc., saying that because the trust pursuing the suit has expired, its trustee had no authority to bring litigation.

  • August 7, 2014

    Regions Wins Price Impact Review In Investor Class Action

    In light of the U.S. Supreme Court’s recent Halliburton decision, the Eleventh Circuit on Wednesday asked a lower court to give Regions Financial Corp. a chance to prove that alleged misrepresentations related to its 2006 acquisition of AmSouth Bancorp did not actually affect the price of its stock.

  • August 7, 2014

    KKR, TPG, Blackstone To Pay $325M In LBO Collusion Suit

    KKR & Co. Inc., Blackstone Group LP and TPG Capital LP agreed to pay a combined $325 million, the biggest settlement yet, to resolve allegations that the three firms and several other big-name private equity shops teamed up to depress prices in leveraged buyouts prior to the financial crisis, according to a federal court filing Thursday. 

  • August 5, 2014

    Formula 1 Chief Pays $100M To End German Bribery Case

    Formula One chief Bernie Ecclestone will pay $100 million to end a German criminal case accusing him of bribing a banker to ensure that the sale of F1’s parent company was steered toward private equity firm CVC Capital Partners, after a Munich court signed off on the deal Tuesday.

Expert Analysis

  • How To Control Risk And Cost Of E-Discovery

    "If you follow the philosophy of saving everything you're just multiplying exponentially the costs and risks of litigation and investigations," says Robert Owen, partner in charge of Sutherland Asbill & Brennan LLP's New York office and president of the Electronic Discovery Institute.

  • Books And Records Increasingly An Open Book

    Daniel E. Wolf

    In theory, companies have a number of ways to challenge books-and-records demands, but a progression of Delaware cases — including a Wal-Mart shareholder suit — has shown that such demands have increasingly generated expensive and time-consuming document production exercises and provided an avenue to trawl for documents that could facilitate derivative litigation, say Daniel Wolf and Matthew Solum of Kirkland & Ellis LLP.

  • Free And Clear Of Successor Liability Claims

    Christopher Hopkins

    The Delaware bankruptcy court’s holding in the case of Ormet Corp. that the express provisions of Section 363(f) are not trumped by the policy considerations embodied in the Employee Retirement Income Security Act and the Multiemployer Pension Plan Amendments Act should give comfort to debtors and purchasers of assets in a free-and-clear sale, says Christopher Hopkins of Weil Gotshal & Manges LLP.

  • 3 New Weapons To Combat Shareholder Litigation

    Jordan D. Temple

    Class action shareholder litigation continues to be at the forefront of recent developments in corporate law, but courts in various jurisdictions have recently been chipping away at such aggressive litigation. Companies now have more options in defending against these suits, says Jordan Temple of Parker Poe Adams & Bernstein LLP.

  • Lessons From SEC Focus On Compliance Officers

    Louis Greenstein

    The two recent U.S. Securities and Exchange Commission proceedings involving Penson Financial Services Inc. and Private Capital Management Inc. illustrate the continued focus of SEC enforcement on the duties and potential liability of compliance officers, say attorneys with McGuireWoods LLP.

  • An In-House Lawyer's Top 10 Tips For Outside Counsel

    Francis M. Drelling

    To this day, I have yet to see a litigation hold letter that was written by someone who understands the realities of how a business is actually run. In-house counsel cannot issue decrees to business units that read like they are issued by the king to his subjects, says Francis Drelling, in-house counsel at Specialty Restaurants Corp.

  • A Different Claim Aggregation Method To Avoid SLUSA

    Benjamin P. Edwards

    As the securities class action continues to experience death by a thousand cuts, we may soon see increasing numbers of the "disaggregated class" — a new tactic some plaintiff attorneys have begun to deploy to work around the Securities Litigation Uniform Standards Act by filing duplicative state court cases, says Benjamin Edwards of Michigan State University College of Law.

  • Howard-Anderson Does Not Increase Potential D&O Liability

    Robert C. Schwenkel

    The Delaware Court of Chancery’s ruling in Chen v. Howard-Anderson has raised concern among some practitioners, but the decision must be read in the context of the Delaware courts’ consistent approach to the duty of loyalty, and thus, does not meaningfully increase the potential for personal liability of directors or officers, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Law Firms May Be Violating Copyrights

    Roy Kaufman

    On average, a legal professional forwards content to 14 different people per week. Yet many attorneys and staff lack an understanding of copyright and their firm’s specific policies regarding shared third-party materials, says Roy Kaufman of Copyright Clearance Center.

  • A 'Commercial Reality' Check In Lehman-Barclays Dispute

    Jonathan T. Koevary

    Given the expedited nature of the 2008 sale of Lehman Brothers’ brokerage business to Barclays Capital, it is not entirely surprising that ambiguities existed, but market participants can take comfort in a Second Circuit examination of the “commercial reality” of the transaction in a ruling that may affect future payouts to Lehman creditors, say Adam Friedman and Jonathan Koevary of Olshan Frome Wolosky LLP.