Mergers & Acquisitions

  • June 23, 2016

    Clerical Error Spurs $24M Deal To End Caris Merger Suit

    CDx Holdings Inc. on Tuesday said it has agreed to pay $24 million to option holders of CDx’s predecessor company, Caris Life Sciences, to end a long-running merger class action that wound its way to the Delaware Supreme Court last week but still could have been revived over an alleged clerical error.

  • June 21, 2016

    2nd Circ. Denies Harvey Newkirk's Motion For Bail

    Days away from entering federal prison, former Bryan Cave LLP transactional attorney Harvey Newkirk looked on calmly as a skeptical Second Circuit on Tuesday considered his motion for bail pending the appeal of his conviction over a fraudulent magazine acquisition bid. Late in the day his request was denied.

  • June 20, 2016

    FTC Failed To Define Market In Hospital Merger Case: Judge

    The Federal Trade Commission didn’t properly define the geographic market affected by a proposed Chicago hospital merger, an Illinois federal judge said in an opinion unsealed on Monday, amid the FTC's appeal to the Seventh Circuit while the transaction remains on hold.

  • June 17, 2016

    Union Scores 'Major Victory' As Judge Trims Airline Pilots Row

    A California federal court Thursday trimmed a proposed class action brought by American Eagle pilots who claim their union treated Trans World Airlines pilots preferentially after American Airlines’ acquisition of TWA, a ruling the union hailed as a major victory.

  • June 17, 2016

    PE Fund Must Face Texas Suit Alleging It Poached $45M Deal

    The Texas Supreme Court on Friday said private equity firm Nautic Partners LLC can’t shield several of its funds from being sued in Texas state court over an allegedly poached $45 million hospital acquisition deal, saying the use of subsidiary entities doesn’t necessarily block jurisdiction.

  • June 16, 2016

    Shareholders Lose Class Status Again In Statoil Fight

    A Texas appellate court on Tuesday once again decertified a class of Brigham Exploration Co. shareholders who allege the company was undervalued in its $4.4 billion acquisition by Statoil ASA, saying the class had been improperly defined.

  • June 15, 2016

    Covisint's $8M Investor Deal Notice Deficient, Judge Rules

    A New York federal judge on Wednesday rejected a proposed notice informing Covisint Corp. shareholders of an $8 million settlement in a class action alleging that the cloud-based endeavor’s initial public offering documents were misleading.

  • June 15, 2016

    1st Circ. Won't Revisit $70B Biolitec Sanctions Cap

    The First Circuit refused Tuesday to give Biolitec AG another chance to wage its argument that a $70 million cap on sanctions stemming from an ignored merger injunction and arrest warrant in a patent dispute was out of line.

  • June 14, 2016

    Hospital Merger Losses Could Prod FTC To Rethink Markets

    An Illinois federal judge's Tuesday refusal to block a Chicago health system combination puts the Federal Trade Commission on a rare losing streak in hospital merger cases, and experts are anxious to see if the forthcoming opinion points to a need for the FTC to reconsider its approach to defining health care markets.

  • June 14, 2016

    Carmike Investors Can't Halt Vote On $1B AMC Buyout

    A Georgia federal judge on Tuesday denied an injunction bid by a proposed class of Carmike Cinemas Inc. investors seeking to block a shareholder vote on the chain’s proposed $1.1 billion acquisition by AMC Entertainment Holdings Inc., saying the investors haven’t run out of options yet.

  • June 14, 2016

    FTC Can't Block Chicago Hospital Merger

    An Illinois federal judge ruled Tuesday that the Federal Trade Commission cannot block the merger of two Chicago-area health care systems, saying the government hadn't provided enough evidence that the partnership would harm competition in the region.

  • June 9, 2016

    Top NY Court Won't Expand Attorney-Client Privilege

    New York’s top court ruled Thursday that the threat of litigation is necessary in order to maintain attorney-client privilege for communications involving third parties, overturning an appellate court’s ruling favoring Bank of America in an insurer’s $1 billion lawsuit over toxic residential mortgage-backed securities.

  • June 8, 2016

    Flub In 47-Step Tax Dodge Could Cost National Grid $1.6M

    Two complex refinancing arrangements National Grid PLC created in 2002 to avoid paying taxes related to its U.S. utility companies had a flaw that exposed the firm to $1.6 million in Massachusetts taxes, and a deal the British utilities giant struck with the IRS doesn’t change that, a state appeals court ruled Wednesday.

  • June 6, 2016

    Del. Justices Uphold $16M Caris Judgment In Split Decision

    The Delaware Supreme Court, in an uncommon split decision Monday, upheld the Chancery Court’s ruling that Caris Life Sciences’ employees were purposefully shortchanged by $16.3 million in a 2011 spinoff and merger, but the opinion came with a scathing dissent that called the lower court’s findings “logically disconnected.”

  • June 2, 2016

    SunEdison Gets Nod On $22M Sale Of Wind Energy Project

    A New York bankruptcy judge on Thursday approved SunEdison's $22.5 million sale of a North Dakota wind energy project to an affiliate of JPMorgan’s infrastructure investment arm but tabled a provision in the agreement that would have let the companies bypass a traditional auction for other renewable energy projects.

  • June 2, 2016

    Cadwalader Wins Trial Bid In $17M Six Flags Malpractice Suit

    New York’s highest court on Thursday nixed Washington Redskins owner Dan Snyder’s $17.2 million win in a malpractice suit against Cadwalader Wickersham & Taft LLP over fees Snyder paid UBS following a proxy battle for control of Six Flags, saying certain facts needed to be sorted out at trial.

  • June 1, 2016

    NY Judge Won't Halt $13.6B Starwood, Marriott Merger

    A New York judge on Wednesday refused to block a proposed $13.6 billion merger between Marriott International Inc. and Starwood Hotels & Resorts Inc. despite objections from two hotel owners who say the deal violates exclusivity agreements protecting their properties from neighborhood competition, saying the challenge comes too late.

  • May 31, 2016

    SEC Says Adviser Owes $2.7M For Shielding Sale Conflict

    The U.S. Securities and Exchange Commission on Friday barred a New York-based investment adviser from practicing in the securities industry and ordered him to disgorge $2.75 million after he failed to disclose a conflict of interest arising from the attempted sale of his company.

  • May 31, 2016

    11th Circ. Upholds Texas Exec's Liability In $9M Tax Case

    The Eleventh Circuit held Tuesday that the former director of a Texas chemical storage facility is liable under Texas law for more than $9 million in tax deficiencies and penalties the company incurred after engaging in a tax shelter scheme.

  • May 31, 2016

    Chancery Values Dell Stock Nearly $4 Above $25B Deal Price

    A Delaware Chancery judge ruled Tuesday that the fair value of Dell stock at the time of its $25 billion take-private deal was $17.62 per share, nearly $4 higher than the transaction price, but not nearly as high as the $28.61 shareholders who pushed for appraisal were seeking.

Expert Analysis

  • A Proxy Season For The Record Books

    Bruce H. Goldfarb

    When it comes to proxy contests and shareholder activism, one of the most striking changes this year is the quality and tone of the dialogue between companies and their shareholders, says Bruce Goldfarb, founder and CEO of Okapi Partners LLC.

  • How Lawyers Can Harness The Power Of Social Media

    Monica Zent

    It’s important to first decide what your personal brand is. Are you a crusader? A wry observer? A compassionate witness? Your social media presence doesn’t have to reflect the deepest aspects of your identity — it’s merely an image that you project, says Monica Zent, founder and CEO of Foxwordy Inc.

  • From The Partner's Desk: Tips For Recent Law Grads

    Gary M. Gansle

    One of the most prevalent complaints by associates and recent law school graduates is the lack of meaningful mentoring by more seasoned attorneys. Gary Gansle, leader of Squire Patton Boggs LLP's Northern California employment law practice, offers several tips as a light that can help junior attorneys start down the right path in their career development.

  • Del. Appraisal Legislation Is A Step In Right Direction

    David N. Shine

    New legislation recently passed by the Delaware Senate may curb the cost of certain appraisal litigation. However, it does not include certain fundamental changes to the appraisal statute urged by takeover practitioners to limit abusive “appraisal arbitrage,” say attorneys with Paul Hastings LLP.

  • 'Taking My Talents To South Beach': Law Firm Version

    MarkACohen.jpg

    LeBron James has established his worth by tangible metrics. He cashed in on a free agent bonanza fueled by the NBA’s economic model that supports his regal compensation. But such is not the case when it comes to first-year associate salaries of $180,000 at certain law firms and $2,000 an hour billing rates for certain partners, says Mark A. Cohen, founder of Legal Mosaic LLC.

  • Dell Appraisal Fallout Impossible In Nevada

    Albert Z. Kovacs

    The Delaware Chancery Court’s recent determination of the fair value of Dell has prompted valid concerns over the potential impact not only on the outcomes of future appraisal proceedings but also on deal negotiations. Such concerns are unwarranted under Nevada law, which yields a much more definitive and predicable result, says Albert Kovacs of Brownstein Hyatt Farber Schreck LLP.

  • Is Your Board Prepared For An Activist Challenge?

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    More than 50 percent of boards reportedly have no plan in place to face an activist challenge. In this short video, Cynthia Krus and Annie Flowers of Sutherland Asbill & Brennan LLP discuss what boards can proactively do to prepare for year-round activism, the new norm in American boardrooms.

  • An Important Tip For Academic, Nonprofit Hospital Mergers

    Brian Hauck

    Regardless of how the Third Circuit deals with the marketplace questions raised by a Pennsylvania federal court decision in Federal Trade Commission v. Penn State Hershey, the district court’s analysis highlights one concrete step that merging academic and nonprofit hospitals can take to smooth their path, says Brian Hauck of Jenner & Block LLP.

  • Comparing Appraisal Rights In Light Of Dell: US Vs. Canada

    Jonathan Feldman

    The Delaware Chancery Court's recent appraisal decision in Dell provides an opportunity to consider how Canadian courts would likely approach facts similar to those in Dell, as well as structural differences between Canadian and U.S. dissent and appraisal regimes that may affect the implementation of these strategies north of the border, say attorneys with Goodmans LLP.

  • Divorce, Wall Street Style

    Daniel Wolf

    Even within the narrower category of deals with a signed definitive agreement that are later terminated for reasons other than a superior offer, the trend of broken deals this year stands out. Looking at selected signed transactions that have been terminated, three secular trends emerge, say attorneys with Kirkland & Ellis LLP.