Mergers & Acquisitions

  • July 2, 2015

    FTC Litigators Dish On Strategy Behind Sysco Merger Win

    The Federal Trade Commission recently notched its latest merger litigation win with a ruling blocking Sysco Corp.'s bid for rival US Foods Inc. Here, the FTC's co-lead trial counsel talk exclusively with Law360 about how they balanced the evidence, viewed a proposed antitrust fix as a positive and the rest of their strategy for the case.

  • July 2, 2015

    Del. Justices Quash Hill International's Meeting Complaint

    The Delaware Supreme Court ruled Thursday the Chancery Court was correct when it ordered construction management firm Hill International Inc. to postpone its annual shareholder meeting on the grounds that it broke its own bylaws when it rejected a hedge fund investor’s slate of director nominees as coming in too late.

  • July 1, 2015

    Delaware's 2015 Dominated By Fee-Shifting Fervor

    The first half of 2015 was eventful in Delaware, with a battle over fee-shifting in shareholder litigation boiling over from the courts to the capitol, the Delaware Supreme Court limiting suits against independent directors, and a former state high court justice joining a powerhouse firm. Here, Law360 runs down the major developments of the first half of the year and looks ahead to how they might continue to play out.

  • July 1, 2015

    Hot Topic Investors Succeed With 2nd Try At Class Settlement

    A California federal judge on Wednesday preliminarily approved a second stab at a $15 million settlement proposal to end an investor class action against Hot Topic Inc. over the company’s sale to a private equity firm, saying the investors showed that the award is a worthy return.

  • June 30, 2015

    11th Circ. Sends Paulson Investor Suit To Del. High Court

    The Eleventh Circuit on Tuesday asked the Delaware Supreme Court to weigh in on whether an investor lawsuit alleging the hedge fund Paulson & Co. overlooked red flags when it acquired a stake once worth $880 million in now-defunct Sino-Forest Corp. should be considered derivative under Delaware law.

  • June 29, 2015

    3 Takeaways From FTC's Victory In Sysco Merger Challenge

    The Federal Trade Commission's victory last week convincing a D.C. judge to block Sysco Corp. and US Foods Inc.'s $3.5 billion merger underscores the value of internal documents, backs the government's bid to use customers to define a national product market and offers guidance about why a proposed divestiture plan may not save the day. Here, experts share key lessons from the case.

  • June 29, 2015

    Market Definition Doomed $3.5B Sysco Merger, Judge Explains

    A D.C. federal judge explained Friday that he blocked the $3.5 billion merger between Sysco Corp. and US Foods Inc. after reasoning that a host of other types of food distributors were not true competitors to the rivals' broadline service.

  • June 26, 2015

    9th Circ. Revives Ex-Am West Pilots' Seniority Suit

    The Ninth Circuit on Friday revived 1,600 America West Airlines Inc. pilots’ class action contract suit against the U.S. Airline Pilots Association over seniority after America West’s merger with U.S. Airways Inc., ruling the union unfairly punished the acquired pilots.

  • June 26, 2015

    Harbinger Agrees To $3.7M Settlement In Stock Deal Suit

    Hedge fund manager Philip Falcone’s Harbinger Capital Partners LLC has agreed to pay $3.7 million to settle derivative claims that he orchestrated an unfair stock exchange between HCP and Harbinger Group Inc., a publicly traded firm under its control, according to Friday filings in Delaware Chancery Court.

  • June 24, 2015

    E.ON Scores Partial Win In PPL Tax Fight Over $7.6B Deal

    A New York federal judge on Tuesday handed E.ON U.S. Investments Corp. a partial victory in a multimillion-dollar breach of contract dispute over post-closing tax adjustments in the $7.6 billion sale of E.ON’s U.S. assets to PPL Corp.

  • June 24, 2015

    Patriot Coal Scores Win With Auction Plan Approval

    A Virginia federal bankruptcy judge Wednesday granted Patriot Coal Corp.’s motion to approve its proposed auction and stalking horse bidder over opposition from some creditors who said the deal might hurt unions and chill bidding for some of Patriot’s assets.

  • June 23, 2015

    Verizon Settles US Bank Suit Over Costs In Idearc Spinoff Row

    Verizon Communications Inc. and others have settled with creditor U.S. Bank National Association after it appealed to the Fifth Circuit over a lower court's decision to award trial costs to Verizon in a suit over its $12 billion spinoff of Idearc Inc.

  • June 23, 2015

    XL Prevails In 11th Circ. 'Consent-To-Settle' Fight

    XL Specialty Insurance Co. doesn't have to cover Piedmont Office Realty Trust Inc.'s $4.9 million shareholder-suit settlement, the Eleventh Circuit held Tuesday, two months after the Georgia Supreme Court ruled that Piedmont's failure to obtain XL's consent for the deal doomed its breach of contract suit against the insurer.

  • June 23, 2015

    DC Circ. Revives Harman Investors' Securities Action

    The D.C. Circuit revived a securities class action Tuesday accusing Harman International Industries Inc. of misleading investors in the run-up to a doomed merger, saying statements about sales goals left out details that would have helpfully informed investors.

  • June 23, 2015

    FTC Wins Bid To Halt $3.5B Sysco-US Foods Merger

    A D.C. federal judge blocked Sysco Corp. from going forward with its $3.5 billion merger with US Foods Inc., ruling Tuesday that the Federal Trade Commission could likely prove the deal would thwart competition even if the companies sold 11 distribution centers to their next-largest rival.

  • June 18, 2015

    PE Firms Get Nothing In Universal American Board-Seat Row

    APS Healthcare Inc.’s former private equity backers cannot collect damages or attorneys’ fees from Universal American Corp. in a board seat battle sparked by Universal’s underlying fraud suit over APS and Universal's 2012 merger, the Delaware Chancery Court ruled Wednesday.

  • June 10, 2015

    Teva Trades Kirkland For Sullivan & Cromwell In Mylan Bid

    Sullivan & Cromwell LLP will replace Kirkland & Ellis LLP as counsel to Teva Pharmaceutical Industries Ltd. in its hostile takeover bid for Mylan NV after a Pennsylvania federal judge recommended barring Kirkland from the role over its past work for Mylan, Teva said Tuesday.

  • June 9, 2015

    RadioShack Gets OK For Data Sale Deal With Verizon, AT&T

    RadioShack Corp. has received court approval for privacy deals that will protect customers of Verizon and AT&T Wireless in a $26 million sale of data and intellectual property as part of the fallen retailer's bankruptcy.

  • June 9, 2015

    Quest Diagnostics Dodges Antitrust Class Action

    A California federal judge on Tuesday tossed a putative class action alleging Quest Diagnostics Inc. monopolized diagnostic services in California by paying kickbacks, colluding with insurers and acquiring competitors, ruling that the plaintiffs failed to properly allege they were injured by Quest’s practices.

  • June 9, 2015

    DC Circ. Upholds FTC's Pharma Patent Rules

    A D.C. Circuit panel on Tuesday rejected a pharmaceutical industry group’s challenge of a Federal Trade Commission rule requiring disclosure of more exclusive patent licenses for approval under federal merger law, saying none of the group’s claims had merit.

Expert Analysis

  • FTC's Sysco Merger Challenge Reflects Orthodox Approach

    Beau W. Buffier

    The Federal Trade Commission’s case against the Sysco-US Foods merger relied strongly on structural presumptions rooted in market shares and market concentration, reinforcing that agencies and courts continue to apply an approach that has changed little in decades and that is heavy on market definition, market shares and presumptions of anti-competitive effects, say attorneys with Shearman & Sterling LLP.

  • Del. Defines Derivative Standing Of Creditors Committees

    Sharon L. Levine

    Given a recent decision in the Standard Register Chapter 11 case allowing a creditors committee to pursue claims in connection with an acquisition, it now seems likely that in certain cases, a debtor’s officers and directors cannot claim they are justified in deciding not to bring suit against themselves, say Sharon Levine and Anthony De Leo of Lowenstein Sandler LLP.

  • Your Advance Conflict Waiver May Be A Conflict Creator

     Daniel H. Tabak

    A recent Western District of Pennsylvania decision has carved out new ground in the already fertile fields of affiliate conflicts and advance conflict waivers by recommending that Kirkland & Ellis LLP be enjoined from representing the would-be purchaser of a Kirkland pharmaceutical client’s parent company. The court’s interpretation of the words used in the advance waiver is almost certainly not what Kirkland expected, say Daniel T... (continued)

  • The Top 3 New Do’s And Don’ts For Law Firm Websites

    Stephan Roussan

    In legal marketing circles, there are few topics peddled about more than “hot tips” for improving your law firm’s website. Google it. You’ll find more advice than you could ever digest. However, there are larger trends in technology, culture and user behavior that are impacting firms in very significant ways and are not being talked about nearly as much as they should be, says Stephan Roussan, founder of consulting and web developm... (continued)

  • A Few Lessons From FCPA Trial Of Ex-PetroTiger CEO

    Marsha Gerber

    The trial of former PetroTiger Ltd. CEO Joseph Sigelman came to an abrupt end last week after prosecutors agreed to a plea agreement that appears to include terms favorable to the ousted executive. The case garnered widespread interest in part because criminal Foreign Corrupt Practices Act cases are rarely tried — this was only the fourth FCPA prosecution in as many years to progress all the way to trial, say attorneys with Norton Rose Fulbright.

  • A Guide To IT Transition Planning In Health Care M&A

    Linda S. Ross

    An essential part of effective IT transition planning in modern health care transactions is the development and execution of an information technology and transition services agreement. As is the case in most commercial arrangements, the buyer and seller will have distinct and separate concerns, interests and expectations that can take significant time to negotiate and address, say Matthew Keuten and Linda Ross of Honigman Miller S... (continued)

  • High Hurdles Remain For Texas Derivative Plaintiffs

    Jeffrey R. Elkin

    The Supreme Court of Texas plainly seems to believe that its decision in Sneed v. Webre endorses an “easier” path for a shareholder in a closely held corporation to enforce its rights and protect the value of its ownership interests. However, while the business judgment rule will not be a bar to standing, it remains a high hurdle to any ultimate recovery for derivative plaintiffs, says Jeffrey Elkin of Porter Hedges LLP.

  • Chancery's Approach To Board Seat Agreement Disputes

    Robert C. Schwenkel

    The Delaware Chancery Court’s decision last week in Partners Healthcare Solutions Holdings LP v. Universal American Corp. does not alter the basic rights of private equity firms or other stockholders under board seat agreements, but it does confirm that a company will not be in breach of such an agreement when it imposes unspecified conflict-of-interest and confidentiality conditions, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Quadrant Sheds Light On Director Duties In PE Deals

    Nate Neuberger

    The Delaware Chancery Court's holding in Quadrant Structured Products v. Vertin is neither extraordinary nor groundbreaking, but the court's discussion in the opinion provides a wealth of guidance to directors of insolvent corporations, particularly private equity-backed companies that often are characterized by significant leverage and complicated capital structures, says Nate Neuberger of Reinhart Boerner Van Deuren SC.

  • Why Lateral Candidacies Fail

    Adam S. Weiss

    According to The American Lawyer, over 2,700 AmLaw 200 law firm partners switched firms last year, representing between 4 and 5 percent of all partners on the AmLaw list. But what about the thousands of other partners who tried — but failed — to switch firms? While no statistics are available on this number, I have a secret to share: Many, if not most, lateral partner candidacies fail, says Adam Weiss of the Lateral Lawyer Group.