Mergers & Acquisitions

  • March 24, 2017

    Sanctions Warning Shadows Oxbow, Investor Doc Fights

    Days after a Delaware vice chancellor warned of sanctions if excessive discovery battles continue in a fight over the future of William I. Koch's Oxbow Carbon LLC businesses, a new skirmish opened around an Oxbow call for Chancery Court clarification of its most recent document release rulings.

  • March 24, 2017

    Taxation With Representation: Latham, Kirkland, Simpson

    In this week’s Taxation With Representation, Capitol Acquisition combined with Cision to go public in a $2.4 billion deal, a private equity firm acquired Checkers Drive-In Restaurants for $525 million, and a Connecticut-based data analytics service provider bought a risk management software firm for $205 million.

  • March 24, 2017

    DLA Piper Guides Inventure Foods In $23.7M Pictsweet Sale

    In a deal led by law firm DLA Piper, food marketer and manufacturer Inventure Foods Inc. on Thursday said that it has sold its Fresh Frozen Foods unit to The Pictsweet Co. in a cash transaction for approximately $23.7 million.

  • March 24, 2017

    Don't Miss It: Hot Deals & Firms We Followed This Week

    With so much mergers and acquisitions news this week, you may have missed several deals announced in recent days helmed by firms such as Kirkland & Ellis LLP and Latham & Watkins LLP. Here, Law360 recaps the ones you might have missed.

  • March 24, 2017

    Deals Rumor Mill: Time, Canyon Bridge Capital, Portsmouth

    A sale of Time valuing the magazine publisher at about $2 billion is inching closer, Canyon Bridge Capital will ask the Committee on Foreign Investment in the United States to review its $1.3 billion acquisition of Lattice Semiconductor for a second time, and Michael Eisner's investment firm is in exclusive talks to buy a professional soccer team.

  • March 24, 2017

    Tesla Investors Sue Elon Musk Over SolarCity Merger

    A pair of Tesla Inc. shareholders on Friday filed a putative class action alleging CEO Elon Musk and several other former directors and executives of the electric car maker made false statements about its $2.6 billion purchase of SolarCity Corp. last year.

  • March 24, 2017

    PE-Backed Silver Run Raises $900M In IPO For Energy Buy

    An energy-focused blank check company backed by Riverstone Holdings LLC recently announced that it has raised $900 million in an initial public offering, just months after Riverstone used funds from a similar blank check IPO to take control of an oil and gas drilling business.

  • March 24, 2017

    Air Products Drops Pursuit Of Yingde Gases Stake

    Air Products and Chemicals Inc. on Friday took itself out of the running to buy fellow industrial gases supplier Yingde Gases Group Co. Ltd., potentially opening the door for PAG Asia Capital to try to complete the HK$4.8 billion ($618.2 million) acquisition of a controlling stake in Yingde.

  • March 24, 2017

    Blackstone Exits SeaWorld In $429M Stake Sale

    Private equity giant Blackstone Group has agreed to sell its roughly 21 percent equity interest in SeaWorld Entertainment Inc. to an affiliate of Chinese investor Zhonghong Zhuoye Group Co. Ltd., the companies said Friday, in a deal worth about $429 million.

  • March 24, 2017

    Shell Sells Africa Oil And Gas Assets In $587M Deal

    Royal Dutch Shell PLC has agreed to sell its onshore assets in Gabon to private-equity-backed Assala Energy, an oil and gas production company focused on energy opportunities in sub-Saharan Africa, in a deal worth $587 million, the companies said on Friday.

  • March 24, 2017

    Anthem Battles To Save $54B Cigna Deal At DC Circ. Hearing

    Anthem Inc. fought to salvage its thwarted $54 billion merger with Cigna Corp. during oral arguments before a D.C. Circuit panel on Friday, claiming that a trial judge ignored the deal’s massive medical cost savings when she blocked it for being anti-competitive.

  • March 24, 2017

    Trump’s Election Ushers In Stronger Optimism, More M&A

    The election of President Donald Trump has fostered new levels of economic optimism for middle market businesses, ushering in strong public valuations amid the promise of regulatory rollbacks, reduced taxes and less expensive health care and paving the way for even more M&A activity.

  • March 23, 2017

    Split Del. High Court Upholds ETE's Williams Merger Exit

    In a rare split decision, Delaware's Supreme Court on Thursday rejected a bid by The Williams Cos. to salvage what was once a $38 billion merger with Energy Transfer Equity, despite evidence favoring claims that ETE had breached a duty to make all commercially reasonable efforts to close.

  • March 23, 2017

    Clayton Hit With Shareholder Suit Over $2.7B Noble Merger

    Clayton Williams Energy Inc. shareholders sued the company in Delaware federal court on Wednesday to block progress on a $2.7 billion acquisition by Noble Energy Inc. that they say cheats shareholders of the chance to assess whether they're getting a fair share in the company's meteoric recent success.

  • March 23, 2017

    Anthem Merger Appeal Could Be Sideshow To DOJ Deal

    Anthem is making final preparations ahead of oral arguments Friday morning in the D.C. Circuit in its bid to salvage its $54 billion merger with Cigna, but the real action may be occurring on the sidelines as the insurer tries to broker a deal with the Trump administration.

  • March 23, 2017

    Toyota Drops $1.3B On PE-Backed Automation Biz

    Toyota Industries Corp. said Thursday it will buy Dutch logistics automation company Vanderlande Industries Holding BV for 140 billion yen ($1.26 billion) from its private equity backer, beefing up the auto parts, forklifts and textile machinery maker's material handling business.

  • March 23, 2017

    Bank Seeks $2.2M Fee For $575M Performance Sports Sale

    Investment bank Centerview Partners LLC on Wednesday asked a Delaware bankruptcy court to sign off on a $2.2 million final fee for its work on Performance Sports Group Ltd.'s $575 million Chapter 11 sale last month.

  • March 23, 2017

    Del. Justices Uphold Chancery Toss Of $3B C&J Merger Suit

    The Delaware Supreme Court on Thursday upheld the Chancery Court's decision to throw out a shareholder lawsuit challenging C&J Energy Services Inc.'s $2.9 billion merger with Nabors Industries Ltd., ruling that despite the stockholders' "far better" arguments on appeal, they still hadn't convinced the panel to reverse.

  • March 23, 2017

    SEC Nets Insider Trading Settlement Over Merck Deal

    The U.S. Securities and Exchange Commission said Thursday it filed and settled claims against a Pennsylvania man who allegedly earned $60,000 by trading on a family member’s inside information about Merck & Co. Inc.’s 2014 acquisition of Idenix Pharmaceuticals Inc.

  • March 23, 2017

    Judge Wary Of More Leeway To Sue Implant Sciences Lenders

    A bid by a stockholders committee to expand its limited standing to sue bankrupt Implant Sciences Corp.'s lenders could send ripples well beyond the already-sold explosive detector maker’s case, a Delaware bankruptcy judge said Thursday.

Expert Analysis

  • The Rise Of The Modern Carveout

    Crozier_Jannan.jpg

    It's not just trade buyers who are taking advantage of the growing trend of carveout transactions. In a market where there are fewer standalone opportunities, financial sponsors are increasingly prepared to tackle carveout transactions as a means of generating higher returns, say Jannan Crozier and Richard Needham of Baker & McKenzie LLP.

  • Google, NASA, Planes And A Stronger Legal Team

    Nicholas Cheolas

    Why did minor mechanical issues bring down two airplanes, while a catastrophic engine explosion did not bring down a third? The answers lie, in part, in research conducted by NASA in the wake of those crashes and, more recently, by Google. And those answers can help organizations build better teams to meet today’s legal industry challenges, says Nicholas Cheolas of Zelle LLP.

  • Acquiring Midstream Assets And Gas Agreements: Part 2

    Greg Krafka

    Because the value of natural gas gathering systems, processing plants and related midstream assets depends on fees to be paid under associated gas gathering and processing agreements, terms and conditions of these agreements — with respect to acreage dedication, well connections, covenants running with the land, and other matters — must be scrutinized before asset purchases, say Greg Krafka and Jim Strawn of Winstead PC.

  • 10 Tips For Better Legal Negotiations

    Marc J. Siegel

    Like everything else, the art of negotiation starts by having a conversation. It’s about being respectful, finding common ground, knowing what you want and, most importantly, listening. A conversation between two lawyers can be complicated at best, but by employing a few techniques and tactics, it doesn’t have to be that way, says Marc Siegel of Siegel & Dolan Ltd.

  • Monthly Column

    Gray Matters: Decision Error

    Gray Matters

    Lawyers make hundreds of decisions during the course of advising a client, consummating a transaction or litigating a case. In this new column, dispute resolution experts Bob Creo and Selina Shultz explore the theory, science and practical aspects of how decisions are made in the legal community.

  • Acquiring Midstream Assets And Gas Agreements: Part 1

    Greg Krafka

    In the acquisition of natural gas gathering systems, processing plants and related midstream assets, a primary focus of legal due diligence will be the gas gathering and processing agreements associated with these assets. Terms and conditions governing service levels, fees, environmental costs, termination and other issues must be carefully reviewed before purchase, say Greg Krafka and Jim Strawn of Winstead PC.

  • Beware Antitrust Risks In Syndicated Lending

    Joshua Shapiro

    Despite their pro-competitive benefits, syndicated loan arrangements involve communication and collaboration among competitors and thus raise potential antitrust concerns. While U.S. regulators have yet to probe this industry, a recent European Commission statement may portend future regulatory scrutiny in this area, say Joshua Shapiro and Puja Patel of Allen & Overy LLP.

  • Fair To Whom? Examining Delaware's Fair Summary Standard

    Miles D. Schreiner

    Under Delaware’s corporate-friendly disclosure regime, shareholders are entitled only to a fair summary of a financial adviser’s work. This standard, coupled with recent developments in Delaware law, leaves retail investors with no recourse to obtain truly fair consideration for their shares in connection with unfair mergers, say Miles Schreiner and Juan Monteverde of Monteverde & Associates PC.

  • MLP Agreement Lessons From Delaware High Court

    Matthew J. O’Toole

    Three Delaware Supreme Court decisions over the last year illustrate that the Delaware Revised Uniform Limited Partnership Act provides a master limited partnership sponsor and its counsel substantial flexibility to privately order the affairs of an MLP. The contractual freedom is subject, however, to the limited application of the implied covenant of good faith and fair dealing, say attorneys with Potter Anderson & Corroon LLP.

  • Law Schools And Law Firms: Seeking Common Ground

    Randy Gordon

    What we don’t know is whether the teaching and practice of law are undergoing massive structural changes or we’re still digging out from the worst economic collapse since the Depression. But what we do know is that the missions of the most forward-looking law schools and law firms are converging in ways that were unimaginable 10 years ago, says Randy Gordon, a partner at Gardere Wynne Sewell LLP and executive professor of law at Te... (continued)