Mergers & Acquisitions

  • September 20, 2017

    Eaton Beats Investor Suit Over Tax Statement That Hurt Stock

    A New York federal judge dismissed a proposed shareholder class action against Eaton Corp. PLC on Wednesday, saying company officials didn’t defraud shareholders about their desire or ability to sell a major business unit in the wake of a controversial merger that moved its HQ to low-tax Ireland.

  • September 20, 2017

    Why A Rare Tie Vote Doesn't Foretell Roadblocks At FTC

    Tuesday's decision to let Walgreens forge ahead with its $4.4 billion acquisition of nearly 2,000 Rite Aid stores highlights the inherent risk of leaving the Federal Trade Commission with just two top decision makers, but the split's rarity underscores how well the agency has continued to function even with a historically high number of vacancies.

  • September 20, 2017

    Bally Slots Owner Drops $628M On Gambling Software Co.

    Gambling product provider Scientific Games Corp., which owns slot machine maker Bally Technologies Inc., has struck a deal to scoop up digital gambling software company NYX Gaming Group Ltd. for roughly $628.3 million to create a digital gambling and lottery powerhouse, the pair announced on Wednesday.

  • September 20, 2017

    Fox's $14B Sky Merger Referred To UK Watchdog For Probe

    The United Kingdom’s secretary of state for culture, media and sport referred on Wednesday 21st Century Fox Inc.'s $14.4 billion takeover of Sky PLC to the government’s regulatory watchdog, asking the agency to examine how the deal could impact broadcasting standards across the country.

  • September 20, 2017

    Madison Buys Out JV Partner's Stake In $1B Retail Portfolio

    Madison International Realty is buying out its joint venture partner Forest City Realty Trust's 51 percent stake in a New York and New Jersey retail portfolio in a deal valuing the portfolio at roughly $1 billion, according to an announcement from the firms on Wednesday.

  • September 20, 2017

    Moller-Maersk Ships Off Tanker Unit For $1.17B

    Danish shipping giant A.P. Moller-Maersk A/S on Wednesday said it struck a deal to sell its oil tanker business to APMH Invest, a subsidiary of its controlling shareholder, for $1.17 billion, the second deal in a strategy to separate oil and oil-related business from the Copenhagen-based company.

  • September 20, 2017

    Inside Toshiba’s Long-Awaited $17.9B Memory Biz Sale

    After months of setbacks and a series of rumored suitors, Toshiba finally unveiled firm plans to unload its memory business in a roughly 2 trillion yen ($17.9 billion) sale to a consortium led by Boston-based Bain Capital despite the Japanese company's ongoing legal battle with a joint venture partner. Here, an interactive graphic outlines the twists and turns leading to the deal.

  • September 20, 2017

    Deals Rumor Mill: Google, AIA Group, SIX Group

    Google is closing in on a deal to buy assets from struggling smartphone maker HTC, AIA Group is nearing an agreement to buy the roughly $4 billion insurance business of Commonwealth Bank of Australia, and Switzerland's stock exchange operator is mulling a sale of its multibillion-dollar payments business.

  • September 20, 2017

    Insurer Still On Hook For Post-Merger Coverage In BCB Row

    A New Jersey federal judge Monday found the dissolution of the original policyholder in a merger did not relieve Progressive Casualty Insurance Co. of the duty to defend the post-merger bank from a stockholder suit.

  • September 20, 2017

    Adams Resources Gets Nod For Additional Well Interest Sale

    Bankrupt oil and gas driller Adams Resources Exploration Corp. received court approval Wednesday in Delaware for the sale of two additional well interests after an earlier sale generated proceeds of more than $5 million.

  • September 20, 2017

    Toshiba Inks $17.9B Memory Sale To Bain-Led Group

    Toshiba said Wednesday it will sell its memory business to a consortium led by Boston-based Bain Capital for about 2 trillion yen ($17.9 billion) in an effort to forge a turnaround, a major step in a turbulent sales process steeped in litigation with the Japanese company’s joint venture partner. 

  • September 19, 2017

    AOL Seeks 10.3% Share Price Trim In Verizon Merger Suit

    AOL Inc. attorneys argued Tuesday for a 10.3 percent lower payment to stockholders who challenged the $50 per share terms of AOL’s sale to Verizon Communications Inc. in 2015, during a final round of arguments in a Delaware Chancery Court stock appraisal case.

  • September 19, 2017

    Inversions To Cost US $12B By 2027, CBO Says

    The continued use of corporate inversions and profit shifting by multinational companies will result in a 2.5 percent decrease in U.S. corporate tax receipts by 2027, the Congressional Budget Office said Monday.

  • September 19, 2017

    Catalent Makes $950M Bid To Buy Cook Pharmica

    Catalent Inc. on Tuesday said had it made a $950 million bid to buy privately held Cook Pharmica LLC in an all-cash deal that would bolster the drug development and delivery company’s position in the expanding biologics development and analytical services market.

  • September 19, 2017

    4 Firms Team Up To Lead Dow, DuPont In Megamerger

    As Dow and DuPont began mulling the possibility of a tie-up that would form a global chemical and agriculture powerhouse amid pressure from two well-known shareholder activists, the companies turned to a set of four law firms to structure and successfully seal a unique merger of equals that featured a tax-free plan to spin off into three separate, publicly traded businesses after closing.

  • September 19, 2017

    Germany's Knorr-Bremse Kills $694M Takeover Of Swiss Rival

    Germany’s Knorr-Bremse pulled its 5.52 billion Swedish kronor ($694 million) buyout for Swiss brake company Haldex on Tuesday, after failing to secure an extension on the tender offer and seeing pushback from both its target and antitrust regulators.

  • September 19, 2017

    EFH Judge Rethinks $275M Breakup Fee In Nixed NextEra Deal

    The Delaware bankruptcy judge presiding over the Energy Future Holdings Corp. case said Tuesday he would reconsider his decision to allow a $275 million breakup fee in the now-failed $18 billion NextEra Inc. sale deal, ruling he made a mistake when approving the fee a year ago.

  • September 19, 2017

    Mobile Payments Co. Cashes In On $60M In Series C Funding

    A company touting itself as the world's largest gift card marketplace on Tuesday said it raised $60 million in a Series C funding round thanks to investments from PayPal and venture capital firms Accel, Bessemer Venture Partners and New Enterprise Associates, bringing its total capital to more than $147 million.

  • September 19, 2017

    Activists Look To Derail $20B Clariant-Huntsman Merger

    Activist investors Corvex Management and 40 North on Tuesday threatened to vote against Switzerland-based Clariant AG’s pending $10 billion merger-of-equals with Huntsman Corp. unless alternatives are explored, contending the deal “destroys” shareholder value.

  • September 19, 2017

    Deals Rumor Mill: Sprint, Renova Energia, Apollo Global

    Sprint and T-Mobile are deep into merger discussions, Brookfield Asset Management may make an improved offer to Brazilian renewable company Renova Energia, and Apollo Global is considering an increased offer for a controlling stake in Slovenia's Gorenjska Banka.

Expert Analysis

  • Applying Delaware Contract Law To LPA Safe Harbors

    Darren Kaplan

    The Delaware Chancery Court's opinion in Morris v. Spectra Energy provides a road map for the litigation of safe-harbor provisions in limited partnership agreements and invites close review by both private fund litigators and drafters of Delaware LPAs, says Darren Kaplan of Stueve Siegel Hanson LLP.

  • 'Per-Doc' Pricing Can Improve Document Review

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    Imagine going to a restaurant and ordering your steak medium-rare. The steak arrives burned. You expect the kitchen to bring you another one properly done, right? And you don’t expect to pay for two steaks, do you? Paying a vendor for document review should be no different, says Lisa Prowse, an attorney and vice president at e-discovery firm BIA Inc.

  • CFIUS Continues To Present Obstacle To Chinese Acquisitions

    Brendan Hanifin

    Although presidential intervention to block a planned acquisition is relatively rare, President Donald Trump’s executive order last week blocking Canyon from acquiring Lattice was not especially surprising in light of recent precedent, the cautious approach of the Committee on Foreign Investment in the United States, and public statements by the Trump administration regarding China, say attorneys with Ropes & Gray LLP.

  • Physician Practice Acquisitions And Antitrust Scrutiny

    Bruce Sokler

    The Washington state attorney general’s recent lawsuit to thwart and unwind the most recent expansion efforts of Franciscan Health System serves as a reminder that health care providers’ growth-through-acquisition strategies can be subject to antitrust scrutiny, regardless of the size of individual transactions, say attorneys with Mintz Levin Cohn Ferris Glovsky and Popeo PC.

  • Big Data May Become Big Antitrust Concern

    Lesli Esposito

    On the whole, U.S. antitrust agencies have demonstrated less concern over big data than their European counterparts. This is not to say, however, that big data will never present U.S. antitrust issues, say Lesli Esposito and Brian Boyle of DLA Piper.

  • Opinion

    On CFIUS Reform, We Must Proceed With Caution

    DJ Rosenthal

    While some proposed changes to the Committee on Foreign Investment in the United States may be justified, others could undermine confidence in CFIUS as an unbiased institution acting in a fair and even-handed manner, says DJ Rosenthal, co-chairman of the CFIUS advisory practice at Kroll Associates.

  • A Guide To The Executive Branch Official Nomination Process

    Adam Raviv

    Although the Trump administration has completed the vetting and confirmation of a cabinet and White House staff, thousands of senior positions remain unfilled throughout the executive branch. More than ever, people selected for those posts find themselves under close scrutiny, say Adam Raviv and Reginald Brown of WilmerHale.

  • The Twists And Turns Of M&A Process In Myanmar

    Ross Taylor

    M&A has its own special challenges in Myanmar, where there are so many "gray areas" of regulation. This is not deterring foreign investors, however, says Ross Taylor of Baker McKenzie.

  • How Trulia Continues To Affect M&A Litigation

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    The M&A litigation landscape was dramatically altered by the Delaware Chancery Court’s 2016 decision in Trulia. Here, Dan Toal and Geoff Chepiga of Paul Weiss Rifkind Wharton & Garrison LLP discuss the evolving impact of the case and what companies can expect when facing stockholder challenges.

  • Inside China's New Policies On Overseas Investments

    Lester Ross

    Several policies and rules were introduced in 2016 and 2017 to tighten China's control and supervision of overseas investment activities, including new guidelines promulgated last month. These policies impose a much stricter regulatory regime, raise hurdles for cross-border currency outflows, and place particular emphasis on certain areas, say Lester Ross and Kenneth Zhou of WilmerHale.