Mergers & Acquisitions

  • February 22, 2017

    Jana Scores Board Seats At Tiffany & Co., Bristol-Meyers

    Activist investor Jana Partners LLC locked down boardroom representation in separate deals with Tiffany & Co. and Bristol-Meyers Squibb Co. on Tuesday, clinching a total of six director nominees at the jewelry retailer and the pharmaceutical company.

  • February 22, 2017

    Sycamore Unit Wins Ch. 11 Auction For The Limited IP

    Recently defunct women's clothing retailer The Limited Stores Co. LLC told the Delaware bankruptcy court late Tuesday that a unit of private equity firm Sycamore Partners, which was the stalking horse that set the bidding floor, won a competitive auction for its intellectual property and e-commerce business line.

  • February 22, 2017

    Baker Botts Snags 9 Partners From Norton Rose Fulbright

    Baker Botts LLP has hired nine partners experienced in tax, private equity, energy and mergers and acquisitions from Norton Rose Fulbright to join its Houston, Texas, office, including the leaders of several of its transactional and tax practices.

  • February 22, 2017

    3 Lessons From The Anthem-Cigna Merger Opinion

    The District of Columbia federal judge who preliminarily enjoined Anthem and Cigna’s proposed $54 billion merger on Tuesday released the redacted opinion detailing her decision. Here, Law360 shares three insights gleaned by experts from U.S. District Judge Amy B. Jackson’s analysis.

  • February 22, 2017

    Lear Tells Del. Judge It Isn’t Blocking $60M Escrow Fund

    Auto parts company Lear Corp. urged a Delaware federal judge Wednesday to throw out a lawsuit from ESG Holdings LLC, which claims Lear is holding up the $60 million environmental escrow fund from its purchase of a car seat maker from ESG in 2014, arguing ESG is misreading the deal.

  • February 22, 2017

    Deals Rumor Mill: Arris, Dick Clark Productions, Aramco

    Arris will buy a networking equipment business from Brocade Communications for around $1 billion, Dalian Wanda's $1 billion acquisition of Dick Clark Productions has hit a snag due to the Chinese government's desire to limit outgoing capital and Aramco is nearing the acquisition of a Turkish fuel stations business.

  • February 22, 2017

    Ashford Lobs $1.3B Bid At Fellow REIT, Readies Proxy Contest

    Ashford Hospitality Trust took its $1.27 billion takeover bid for fellow real estate investment trust FelCor hostile on Tuesday, blasting the REIT’s board for allegedly engaging only half-heartedly in discussions and laying the groundwork for a proxy fight.

  • February 22, 2017

    Davis Polk-Comcast Call May Have Sparked DreamWorks Deal

    A Davis Polk & Wardwell LLP attorney's phone call to a Comcast executive about the potential representation of a financial adviser in a business transaction may have spawned the cable giant’s $3.8 billion deal for DreamWorks, according to documents from an insider trading suit against a Hong Kong investor.

  • February 22, 2017

    Chamber Rebuts IRS, Says Inversion Rule Needs Ax, Not Fix

    The U.S. Chamber of Commerce on Tuesday rejected the IRS assertion that a Texas federal court should let the government revise last year’s controversial inversion rule even if loses, maintaining that the rule needs to die outright.

  • February 22, 2017

    PE-Backed Cos., SPAC Merge In $2.8B Creation Of Exela Tech

    Private equity-backed firms SourceHOV and Novitex and special purpose acquisition company Quinpario will join forces in a $2.8 billion merger to create Exela Technologies, in a bid to find a stronger presence in the financial technology and business services industries, according to a Tuesday announcement.

  • February 22, 2017

    WaMu Again Loses In Tax Refund Suit Over Thrift Deals

    Washington Mutual faced its latest setback in a yearslong fight with the federal government over federal tax refunds Tuesday, as a Federal Claims Court judge tossed its attempt to establish how much it overpaid after buying up faltering savings and loan associations.

  • February 22, 2017

    REIT GEO Group Inks $360M Deal For Prison Rehab Provider

    GEO Group Inc., a real estate investment trust focused on correction and detention centers, said Wednesday that it has agreed to buy New Jersey-based Community Education Centers in a $360 million deal guided by Akerman LLP, picking up 12,000 owned or managed beds.

  • February 21, 2017

    Kirkland, Willkie Steer Tronox's $2.2B Titanium Dioxide Deal

    Kirkland & Ellis LLP and Willkie Farr & Gallagher LLP are advising Tronox in a $2.2 billion acquisition of chemical mining and processing company Cristal as the global mining producer seeks to boost its titanium dioxide business while looking to shed its soda ash arm, the company announced on Tuesday.

  • February 21, 2017

    King & Spalding Adds 6 Corporate Energy Partners In Houston

    King & Spalding LLP announced Monday it had pulled in six new partners from two firms, adding a breadth of experience and knowledge of domestic energy markets and transactional law to its Houston office, in a move aimed at broadening the firm’s local energy-sector expertise.

  • February 21, 2017

    ITG Brands Sues RJ Reynolds In Chancery Over $7B Cig Deal

    Tobacco company ITG Brands LLC recently launched a lawsuit in the Delaware Chancery Court aimed at halting an action R.J. Reynolds Tobacco Co. filed in Florida connected to its $7 billion sale of four well-known cigarette brands, arguing any claims from that deal belong in the First State.

  • February 21, 2017

    Deals Rumor Mill: Aramco, Toshiba, Sinochem

    At least six banks have made proposals to be selected as an adviser on Aramco's potential $100 billion IPO, Toshiba hopes to bring in at least $8.8 billion through the sale of most of its flash memory business and Sinochem may sell its stake in a Brazilian offshore oilfield.

  • February 21, 2017

    Wilson Sonsini Nabs Munger Tolles' Corporate Partner

    Wilson Sonsini Goodrich & Rosati PC has hired a Munger Tolles & Olson LLP partner to its corporate and securities practice in Los Angeles who has assisted in billion-dollar mergers and acquisitions, the firm said on Tuesday.

  • February 21, 2017

    Blank Check Co. Vantage Energy Files $400M IPO

    Vantage Energy Acquisition Corp., a private equity-backed blank check company founded by the former CEO of Vantage Energy Inc., filed a $400 million initial public offering on Friday, guided by Vinson & Elkins LLP, to pursue an acquisition in the North American oil and gas industry.

  • February 21, 2017

    Savings Claim Couldn't Save Anthem-Cigna Deal, Judge Says

    Anthem Inc.'s argument that its now on-the-rocks $54 billion merger with Cigna Corp. would generate some $2 billion in savings was not supported by the record and could not salvage the deal, according to a redacted opinion released Tuesday by the D.C. federal judge who blocked the transaction.

  • February 21, 2017

    Mitsui To Spend Up To $550M To Enter US Real Estate Market

    Japanese conglomerate Mitsui & Co. Ltd. said Monday that it plans to enter the U.S. real estate asset management business through a partnership with CIM Group LLC that includes an investment of between $450 million and $550 million in the U.S. company and related funds.

Expert Analysis

  • Opinion

    Calif. Court Gets Automatic Funding Disclosure Right

    Matthew D. Harrison

    Detractors of litigation funding have strained to characterize a recent decision from a California federal court as significant headway in their crusade against the litigation funding industry. However, in truth, this is a victory for both the industry and those in need of capital to bring meritorious claims against wrongdoers in an often prohibitively expensive legal system, say Matthew Harrison and Priya G. Pai of Bentham IMF.

  • Consensus Returns On Corporate Insurance Transfers In M&A

    Michael H. Ginsberg

    The California Supreme Court recently reversed its 2003 decision in Henkel v. Hartford, where it previously held that a no-assignment clause will bar the transfer of insurance coverage rights to a successor entity. The clear majority trend among courts across the country is to uphold the ability of parties to transfer coverage in corporate transactions and prevent the forfeiture of historical insurance assets, say Michael Ginsberg ... (continued)

  • Data Dexterity: The New Moat Of The Information Economy

    Brian H. Lam

    Over the past year, companies have used data-based competitive advantage, or “moats,” to drive astronomic acquisition prices. In this article, Brian Lam of Mintz Levin Cohn Ferris Glovsky and Popeo PC introduces the concept of “data dexterity” as the actual creator of data-based moats and analyzes the data interactions of LinkedIn, Dollar Shave Club and AppDynamics to illustrate how data dexterity exists in practice.

  • Health Care Deal Predictions From '17 JP Morgan Conference

    Amber McGraw Walsh

    Not surprisingly, many different views emerged at this year's J.P. Morgan Healthcare Conference on the future state of the Affordable Care Act and what it would mean for investors. After a long and seemingly endless cycle of election analysis, we’re happy to report some deal trends and predictions of our own, say attorneys with McGuireWoods LLP.

  • Del. High Court's Volcano Ruling Confirms Corwin's Potency

    Gail Weinstein

    The Delaware Supreme Court's recent decision in Volcano Stockholders Litigation is consistent with the Delaware courts’ continued expansive interpretation of the seminal Corwin v. KKR Financial decision, which has resulted in a strong trend of early dismissal of post-closing damages actions challenging noncontroller M&A, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • A Deeper Dive Into Merger Remedies

    Steven A. Tenn

    A recent Federal Trade Commission study concludes that merger remedies generally have been successful, with “failures” representing only 17 percent of the 50 remedy orders considered. Interpreting this finding requires an understanding of the methodology used in the FTC’s study, and its benefits and limitations, says Steven Tenn, a former FTC economist now with Charles River Associates.

  • Recent Trends In Investment-Grade Debt Offerings

    Excerpt from Lexis Practice Advisor
    Ari B. Blaut

    Figures from 2016 show that the investment-grade bond market remained strong despite global change and uncertainty. Ari Blaut and Brian Farber of Sullivan & Cromwell LLP highlight practical considerations for the terms of investment-grade bond offerings in light of last year's trends.

  • A Snapshot Of M&A Activity In January

    Video Thumbnail

    2017 got off to a mixed start in terms of M&A activity, with the global market generally down and the U.S. market generally up. In this video, Ariel Deckelbaum of Paul Weiss Rifkind Wharton & Garrison LLP discusses three trends related to U.S. public company mergers and other recent changes in U.S., global and sponsor-related M&A activity.

  • In Retrospect

    Relearning The Lessons Of Korematsu's Case

    Randy Maniloff

    Fred Korematsu’s U.S. Supreme Court case challenging President Franklin Roosevelt’s executive order that led to the incarceration of approximately 120,000 people of Japanese ancestry may sound like ancient history. However, Feb. 19 marks the 75th anniversary of the order's signing, and that it’s celebrating its diamond anniversary now is breathtaking timing, says Randy Maniloff of White and Williams LLP.

  • How A General Counsel Should Think About AI: Part 2

    Bruce J. Heiman

    General counsels face the challenging task of understanding how companies can navigate the rules surrounding uses of artificial intelligence. To get smart on AI, general counsels must ask the right questions about areas such as human resources, intellectual property, liability and insurance, say Bruce Heiman and Elana Reman of K&L Gates LLP.