Mergers & Acquisitions

  • September 21, 2016

    Chancery OKs $24M Settlement In Caris Stock Option Dispute

    A Delaware Chancery judge on Wednesday approved a $24 million settlement between former Caris Life Sciences employees and Caris' successor company, ending a battle over an alleged undervaluation of the workers’ stock options in a 2011 merger.

  • September 21, 2016

    Edison Unit Nabs SunEdison Minn. Projects With $80M Bid

    SunEdison Inc. is continuing to offload renewable energy projects in bankruptcy, moving this week to sell a collection of Minnesota-based projects to an Edison International subsidiary for nearly $80 million and obtain a New York judge’s OK to move forward on a deal with a Blackstone affiliate.

  • September 19, 2016

    Exelon Loses To IRS Over $1.6B Taxable Gain On Plant Sales

    Exelon Corp. suffered a defeat against the Internal Revenue Service Monday when the U.S. Tax Court ruled that lease transactions it had entered into to manage $1.6 billion of taxable gain following the sale of power plants in Illinois should actually be characterized as loans.

  • September 16, 2016

    SunEdison Gets Judge’s Nod On $144M NRG Asset Sale

    A New York bankruptcy court on Thursday approved SunEdison Inc.’s $144 million sale of alternative energy assets to NRG Energy Inc., after the latter emerged as the highest bidder at auction for several wind and solar energy projects in various states.

  • September 14, 2016

    Chancery Revisits DFC Global Appraisal, Bumps Up Shares

    The Delaware Chancery Court tweaked its estimate of what shares in payday lender DFC Global Corp. were worth when private equity fund Lone Star Fund VIII bought the company for $1.3 billion, adding around $12 million to the company's valuation on Wednesday.

  • September 13, 2016

    AIG Can’t Nab $475M Down Payment On Failed Aircraft Deal

    A Hong Kong judge has shot down insurance giant American International Group Inc.’s request to pocket a $475 million down payment on the failed sale of an AIG aircraft leasing unit to one of China's largest life insurers and other Chinese investors, keeping a secret arbitral award in place.

  • September 12, 2016

    Chicago Hospitals Can't Ditch Merger Price-Hike Suit

    A Illinois federal judge last week mostly denied an attempt by NorthShore University Health System to ditch claims brought against it by a class of patients alleging the 2000 merger creating the chain of hospitals resulted in price hikes for patients.

  • September 9, 2016

    Limits On Citrix Directors' Stock Awards OK'd In Settlement

    A settlement of a derivative suit brought against the directors of Citrix Inc. received approval Friday from a Delaware Chancery judge, with the company agreeing to limit the stock awards given to directors of the company.

  • September 8, 2016

    Ex-LA Sparks' Investor Can Arbitrate Fraud Suit Over Loans

    A former investor in the women’s professional basketball team the Los Angeles Sparks can compel arbitration of a fraud action against a former co-investor over the financing and renegotiation of two loans, a California state appeals court said Thursday, reversing a lower court’s ruling.

  • September 7, 2016

    $30.4M Tibco-Vista Merger Class Award Gets Del. Court OK

    Declaring it an “excellent outcome for the shareholders,” Delaware Chancellor Andre G. Bouchard approved a $30.4 million agreement Wednesday that settled a $100 million class challenge to Tibco Software Inc.’s flawed $4.2 billion sale to Vista Equity Partners in 2014.

  • September 6, 2016

    $3.5M Fees Sought In Sterling Chemical Class Settlement

    Attorneys that worked to secure a $17.5 million settlement for a class of investors that said Sterling Chemicals Inc. undervalued itself in a 2011 merger asked the Delaware Chancery Court on Friday for $3.5 million in fees, expenses and special awards for their contribution to the case.

  • September 6, 2016

    Judge Tosses Suit Over Failed American Apparel Takeover

    A New York judge tossed a proposed shareholder class action against hedge fund Standard General LP, saying damages allegedly suffered by American Apparel shareholders when the clothing retailer dawdled on a lucrative takeover bid are derivative claims, leaving them without standing to sue, according to an opinion published Friday.

  • September 2, 2016

    Goldgroup Wins Round In Mexican Mining Row

    DynaUSA and DynaMexico breached an option agreement with Canada's Goldgroup Mining Inc. by going behind its back to dilute its equity interest in the Mexican Dyna affiliate, which owned mining concessions in Mexico, a sole arbitrator has determined.

  • September 1, 2016

    Class Suit Over Duke-Led CEO Ouster Survives Del. Ruling

    A Delaware court kept alive Thursday part of a Duke Energy stockholder lawsuit accusing 11 company directors of bad faith in their costly firing of a newly appointed chief executive chosen as part of a $26 billion merger with Progress Energy Inc. in 2012.

  • September 1, 2016

    Gore Suit Over Al Jazeera Fee Advancement Rights Settled

    Former Current TV executives Al Gore and Joel Hyatt settled a lawsuit against Al Jazeera over fee advancement and indemnification rights related to a fight over a $65 million escrow account created when the Qatar-based news network purchased Current, according to a stipulation and proposed order filed Thursday in Delaware Chancery Court.

  • August 31, 2016

    Domtar Scores Win In Post-$3.3B Merger Workers' Comp Suit

    A Delaware federal court handed Domtar Corp. a quick win Wednesday, finding that Weyerhaeuser Co. had given up its right to try and collect workers' compensation payments it made for retirees following the $3.3 billion sale of a paper business to Domtar in 2007.

  • August 31, 2016

    Ex-Duane Reade CEO To Pay $6.2M To Cover Legal Fees

    A New York federal judge on Tuesday lowered the restitution rate for the former CEO of Duane Reade Inc. from $7.6 million to $6.2 million to cover legal fees for the company, after the Second Circuit last year said the initial amount was too high.

  • August 31, 2016

    RBC To Pay $2.5M For Proxy Statement Disclosure Violations

    RBC Capital Markets LLC will pay the U.S. Securities and Exchange Commission $2.5 million as part of a settlement for the investment bank’s alleged false and misleading valuation analysis that made the 2011 Rural/Metro Corp. sale to Warburg Pincus look more attractive than it actually was.

  • August 30, 2016

    Platinum Energy To Pay $1.7M To End Merger Class Action

    A $1.7 million settlement of a shareholder class action challenging the 2011 acquisition of Platinum Energy Resources Inc. by Pacific International Group Holdings LLC received approval Tuesday by a Delaware chancery court judge, who also approved the payment of legal fees and expenses from the settlement fund.

  • August 26, 2016

    Investor Ends Class Action Over $461M AnchorBank Sale

    An Anchor BanCorp Wisconsin Inc. investor asked a Wisconsin federal court on Friday to end his class action accusing executives of structuring a $461 million sale to benefit themselves and shortchange investors in light of a Seventh Circuit decision earlier this month that curbs certain disclosure-only settlements.

Expert Analysis

  • Prevent Merger Benefits From Becoming Disabling Conflicts

    Ethan A. Klingsberg

    Given the plaintiffs bar’s heightened focus on conflict allegations against target directors premised on merger agreements, boards of target corporations, when reviewing the protections they are granting themselves, should pay attention to not only the guidance of Riverstone National, but also the arguable legacy of CVS-Caremark, says Ethan Klingsberg of Cleary Gottlieb Steen & Hamilton LLP.

  • Common Regulatory Pitfalls In Health Care M&A

    Excerpt from Lexis Practice Advisor
    Matthew E. Eisler

    The health care regulatory environment can be complex and difficult to navigate for new entrants into the field and seasoned veterans alike. Depending on the type of transaction, various federal, state, local and agency rules may apply. Matthew Eisler and Russell Hedman of Hogan Lovells US LLP discuss essential steps to identify and address regulatory risk in health care acquisitions.

  • Managing The Compliance Aspects Of PE Investments

    Francois Hellot

    It can be difficult for a private equity investor to detect potential wrongdoing by the entities or individuals involved in a target’s business. Therefore, when drafting contractual safeguards in a purchase agreement, investors should take measures to shield themselves against both identified and unidentified risks, say attorneys with Dechert LLP.

  • Overhauling Law Firm Records Departments For A New Reality

    Raymond Fashola

    As automation increases, so do business challenges that impact overall law firm operations. Records departments are facing roadblocks associated with antiquated processes, ever-changing regulatory requirements, and emerging technologies. As a result, firms are reassessing the needs of their records department staffing models, says Raymond Fashola of HBR Consulting.

  • Unclaimed Property Law: What Oil And Gas Cos. Should Know

    Carol Lynn Thompson

    States have recently stepped up enforcement of unclaimed property laws to generate additional revenue and the oil and gas industry has become an attractive target. Because unclaimed property compliance obligations can be particularly complex it is critical that companies understand the current landscape and the best ways to navigate the audit process, say attorneys at Sidley Austin LLP.

  • A Snapshot Of M&A Activity In August

    Video thumbnail

    M&A activity in August 2016 declined across most metrics both in the U.S. and globally. In this video, Ariel Deckelbaum of Paul Weiss Rifkind Wharton & Garrison LLP discusses the latest changes in U.S., global and sponsor-related activity.

  • Reforming China’s Administration Of Foreign Investments

    Thomas M. Shoesmith

    China's recently adopted shift from an approval system to a record-filing system for establishing foreign-invested enterprises symbolizes a desire to create a simplified and efficient environment for foreign investment and will substantially lessen regulatory burdens on investors, say attorneys with Pillsbury Winthrop Shaw Pittman LLP.

  • 3 Steps To Successful Judgment Enforcement

    Craig Weiner

    Judgment enforcement is typically governed by the law of the state where collection is sought, which frequently means collection efforts are controlled by an arcane body of law replete with debtor-friendly roadblocks. Fortunately, there are a number of actions a judgment creditor can take to secure satisfaction of a claim, say Craig Weiner and Michael Kolcun of Robins Kaplan LLP.

  • Regulatory Risks In Aerospace & Defense, Gov't Services M&A

    Excerpt from Lexis Practice Advisor
    Jerry Howe

    There is plenty of room for miscalculation and misfortune in mergers and acquisitions in the aerospace, defense and government services space. M&A between strategic buyers in the industry pose particular challenges for post-closing integration, says Jerry Howe of Fried Frank Harris Shriver & Jacobson LLP.

  • Why Political Law Matters During M&A

    Robert Lenhard

    Those involved in corporate M&A often overlook political law compliance issues until after the transaction is complete. This can leave the acquiring company with unexpected post-merger problems to solve, says Robert Lenhard, partner at Covington & Burling LLP and former chairman of the Federal Election Commission.