Mergers & Acquisitions

  • May 23, 2017

    PE Firm CD&R Snags FIS Consulting Biz Stake In $477M Deal

    Financial services technology firm FIS said Tuesday that it has agreed to sell a majority stake in its management consulting business Capco to private equity outfit Clayton Dubilier & Rice in a $477 million deal guided by Willkie Farr & Gallagher LLP and Debevoise & Plimpton LLP.

  • May 23, 2017

    7th Circ. Scrutinizes Fallout From Tainted Whey Product

    A Wisconsin company sued by Land O’Lakes over the sale of a whey product allegedly tainted with a urine byproduct argued two cases before the Seventh Circuit on Tuesday, saying it deserved to move forward with a coverage case over a failed buyout while also urging the appellate court to uphold the dismissal of the Land O’Lakes case.

  • May 23, 2017

    Class Concedes Possible End To Redstone Challenge In Del.

    A Delaware lawsuit challenging entertainment industry figure Sumner E. Redstone’s competence and performance as a Viacom Inc. director appeared on the brink of Chancery Court dismissal Tuesday, after class attorneys acknowledged that corporate changes and disclosures might have undercut all claims.

  • May 23, 2017

    Del. High Court Upholds Dismissal Of Books-A-Million Suit

    The dismissal of an investor class action alleging the directors of Books-A-Million Inc. acted in bad faith when they approved a take-private bid by the company’s controlling stockholder will stand after the Delaware Supreme Court upheld the decision Monday.

  • May 23, 2017

    Deals Rumor Mill: Sinochem, Constellation, Delivery Hero

    Sinochem is in talks to merge with ChemChina to create a single entity worth roughly $120 billion, Constellation Brands is pursuing an acquisition of Jack Daniel’s parent company, and Europe and Latin America-focused online delivery service Delivery Hero is preparing to go public this summer.

  • May 23, 2017

    PE Shop Taps China Life For $950M Net Lease Portfolio Recap

    Private equity real estate firm ElmTree Funds LLC said it would enter into a $950 million recapitalization agreement with China Life Insurance Group on Tuesday, meaning the companies will share a portfolio of properties under lease in the U.S.

  • May 23, 2017

    Genworth Investors Say Lead Plaintiff Rival Has Conflict

    Genworth Financial Inc. investors told a Virginia federal court Monday that Scott + Scott LLP and Johnson & Weaver LLP should not be named lead counsel in their case challenging the insurer’s $2.7 billion sale, saying the firms' client has an incurable conflict of interest from prosecuting two related actions in Delaware court.

  • May 23, 2017

    Zeltiq’s Disclosures Mooted Suit, But Not Fees, Investor Says

    A shareholder of Zeltiq Aesthetics Inc. agreed on Monday to drop his proposed class action lawsuit against the fat-reduction tech company, but told a California federal judge that his lawyers would still seek fees for spurring disclosures about the deal that they said investors had to know.

  • May 23, 2017

    Investment Bank Hits Monster With $8.9M Contract Suit

    Boutique investment banking company Stone Key Partners on Monday hit job posting website Monster Worldwide Inc. with a breach of contract suit, claiming the website owes it $8.9 million under an advisory services contract related to the sale of a Korean subsidiary and the sale of Monster itself to a Dutch firm.

  • May 22, 2017

    SquareTwo Clears Path To Ch. 11 Exit With Creditor Deal

    Consumer and commercial debt collector SquareTwo Financial Services Corp. on Friday asked a New York bankruptcy court to approve a deal it reached to knock out opposition from a committee of unsecured creditors, paving a path to confirm its proposed Chapter 11 restructuring plan.

  • May 22, 2017

    Calif. Proton Seeks Ch. 11 Summary Ruling, Operator Toss

    Citing “indisputable” contract termination rights, California Proton Treatment Center LLC called for summary judgment late Friday on the radiation treatment provider's effort to shed its business operation contract as part of a Delaware Chapter 11 reorganization.

  • May 22, 2017

    PE-Backed RCN Readies $2.37B Wave Broadband Buy

    RCN Telecom Services LLC will pick up Wave Broadband in a $2.365 billion transaction, opening the door for the two private equity-backed companies to form the sixth-largest cable operator in the U.S., according to a Monday statement.

  • May 22, 2017

    RetailMeNot Investors Sue In Del. For $630M Merger Data

    Investors in RetailMeNot Inc. aimed a Delaware Chancery Court books and records demand at the online coupon company’s proposed, $630 million merger with direct mail and marketer Harland Clarke Holdings Corp. late Monday.

  • May 22, 2017

    India-Focused Blank-Check Co. Files $125M IPO

    Constellation Alpha Capital Corp., a special purpose acquisition vehicle raising money to buy an Indian health care or manufacturing business, filed plans Thursday for a $125 million initial public offering, hoping to cash in on opportunities provided by economic reform in India.

  • May 22, 2017

    $1.4B Virtu Acquisition Undervalues KCG, Shareholders Say

    A putative class of shareholders filed suit in New York federal court Friday seeking to stop trading firm KCG Holdings Inc.’s $1.4 billion acquisition by rival Virtu Financial, alleging the deal undervalued KCG stock and that omissions in related filings violated the Securities and Exchange Act.

  • May 22, 2017

    US Trustee Objects To 'No Info' Ryckman Creek Sale

    Wyoming natural gas storage venture Ryckman Creek Resources LLC overreached with a bankruptcy proposal for stalking-horse bid protections before naming the bidder or any initial offer, the Office of the U.S. Trustee said Friday in a Delaware federal court objection.

  • May 22, 2017

    Agent Provocateur Seeks $200K Loan From Prospective Buyer

    The bankrupt U.S. subsidiaries of high-end British lingerie company Agent Provocateur asked a New York bankruptcy court Friday for permission to take out a $200,000 debtor-in-possession loan from a prospective buyer to overcome any bumps on the road to the sale.

  • May 22, 2017

    Concert Pharma Gets 2nd FTC Request Over Vertex Deal

    Massachusetts-based Concert Pharmaceuticals Inc. has received a second request for information from the Federal Trade Commission for the planned sale of its investigational cystic fibrosis treatment to Vertex Pharmaceuticals Inc. in a deal worth up to $250 million, the company said Monday.

  • May 22, 2017

    Carlyle, EOG Resources Sign $400M Partnership

    Private equity giant The Carlyle Group LP said Monday that it has inked a deal with oil and natural gas outfit EOG Resources Inc. that will provide up to $400 million for the development of energy assets in Oklahoma.

  • May 22, 2017

    Deals Rumor Mill: HNA, Sinochem, General Electric

    HNA may buy a stake in a Hong Kong-based asset manager, Sinochem has abandoned plans to buy an equity stake in commodities trader Noble Group, and the European Commission is investigating whether GE provided misleading information during a review of its $1.65 billion acquisition of LM Wind Power.

Expert Analysis

  • An Overview Of Silent 2nd-Lien Loans In The US And Europe

    Frederick Fisher

    Although used often in deal negotiations, the term “silent second” has different meanings for different institutions and different meanings in the United States and Europe. Capital structures that include silent second-lien debt can therefore be complicated, particularly in cross-border transactions involving different insolvency or contract laws, say attorneys with Mayer Brown LLP.

  • Attorneys, Your Input Is Needed On Deposition Rule

    Frank Silvestri, Jr.

    Every lawyer who’s handled a civil case in federal court knows about Rule 30(b)(6), governing deposition procedures. But for many real-world deposition dilemmas, the rule offers little guidance. Last year, an Advisory Committee on Civil Rules subcommittee began considering whether the rule should be amended. Now attorneys must advise the subcommittee how to proceed, says Frank Silvestri Jr. of Verrill Dana LLP.

  • The Efficiencies Defense: What Would High Court Do?

    Joe Miller

    Anthem's decision to call off its proposed acquisition of Cigna — effectively mooting its appeal to the U.S. Supreme Court — leaves unanswered several important questions regarding the appropriate treatment of efficiencies in a merger challenge, say attorneys with Crowell & Moring LLP.

  • Sanctions ​And Export Control Risks For Health Care Cos.

    Zachary Brez

    Recent settlements suggest an emerging trend in which the U.S. government is bringing enforcement actions against health care companies for violating economic sanctions and export control laws. Many health care companies are large organizations with expansive international operations, distributors and end users, making them natural targets due to the laws' broad extraterritorial applications, say attorneys with Ropes & Gray LLP.

  • How Client Feedback Programs Benefit Law Firms And Clients

    Elizabeth Duffy

    Despite an increase in engagement with client feedback programs over the last 15 years, law firms — and their clients — have a way to go before realizing the maximum benefits such programs can deliver, says Elizabeth Duffy of Acritas US Inc.

  • Merger Notification In China And The Statute Of Limitations

    Wei Huang

    There are two approaches to Chinese law regarding failure to declare concentration — one is that businesses will no longer face anti-monopoly risk after two years, and the other is that they could still face risk after two years. As seen in the recent Cummins case, China's Ministry of Commerce clearly prefers the latter, say attorneys with Tian Yuan Law Firm.

  • Solving The Legal Industry's Data Protection Breakdown

    Jeff Ton

    Most law firms today aren't using common security and data protection measures that other industries employ to protect sensitive data. Options like continuous data replication and backups have various pros and cons, but most importantly, law practices must understand the need for a two-tiered approach to data protection, says Jeff Ton of Bluelock LLC.

  • What Fintech Investors Need To Know About ‘Fintech Banks’

    Elizabeth Khalil

    As the battle over the Office of the Comptroller of the Currency’s proposed financial technology charter continues, investors in fintech companies should consider what it would mean for their business strategies if fintech companies actually did become banks, says Elizabeth Khalil of Dykema Gossett PLLC.

  • A Snapshot Of M&A Activity In April

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    After showing signs of strength in March, global M&A activity saw double-digit declines in both dollar volume and number of deals in April. In this short video, Ariel Deckelbaum of Paul Weiss Rifkind Wharton & Garrison LLP discusses the latest changes in U.S., global and sponsor-related M&A activity.

  • 5 Things To Know About Justice Gorsuch’s First 30 Days

    Charles Webber

    Justice Neil Gorsuch joined the U.S. Supreme Court a little more than 30 days ago, on April 7, 2017. And while it is too early for him to have written any opinions, Gorsuch participated in the final 13 oral arguments of the 2016 term. Charles Webber of Faegre Baker Daniels LLP offers five takeaways from his first month on the job.