Mergers & Acquisitions

  • March 23, 2018

    Up First In AT&T-Time Warner Trial: The Negotiators

    The U.S. Department of Justice is likely to come out swinging Monday on its first full day of witness testimony in the AT&T-Time Warner merger trial, putting on the stand an executive from Sling TV, a chief competitive threat to AT&T’s DirecTV, as well as the head of Time Warner’s Turner.

  • March 23, 2018

    Dems Urge DOJ To Reject ‘Sham’ Sinclair-Tribune Merger

    Thirty-seven House Democrats urged the U.S. Department of Justice on Thursday to quash Sinclair Broadcast Corp.’s acquisition of Tribune Media Co., calling Sinclair's proposed divestitures a "sham" and saying the mega-merger would hurt competition and local media content.

  • March 23, 2018

    Breitburn Earns Court Approval Of Amended Ch. 11 Plan

    Breitburn Energy Partners LP on Friday overcame a final hurdle in its lengthy quest to reorganize in bankruptcy, receiving court approval of a modified Chapter 11 plan after bumping up the levels of recovery for retail bondholders and other unsecured creditors.

  • March 23, 2018

    Int'l Enforcers Have Been Hitting Vertical Mergers Hard

    International antitrust enforcers have taken an increasingly close look at vertical mergers, according to a report from the International Competition Network released Friday.

  • March 23, 2018

    Brazilian Steakhouse Investor Wants More Info On $560M Deal

    A shareholder of Brazilian steakhouse chain Fogo de Chao Inc. filed a putative class action suit Thursday in Delaware state court seeking to halt a $560 million acquisition of the company by affiliates of Rhone Partners, saying the restaurant’s directors withheld information about its potential conflicts of interest in the deal.

  • March 23, 2018

    Taxation With Representation: Gibson, Weil, Davis Polk

    In this week’s Taxation With Representation, TPG bought $2.66 billion in oil and gas assets from EverVest, Fidelity snapped up Stewart Information Services for $1.2 billion, and Campbell priced a $5.3 billion senior notes offering to finance its Snyder’s-Lance acquisition.

  • March 23, 2018

    Don't Miss It: Hot Deals & Firms We're Following 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 Davis Polk & Wardwell LLP and Ropes & Gray LLP. Here, Law360 recaps the ones you might have missed.

  • March 23, 2018

    Broadcom Investors OK Plan To Move Domicile Back to US

    Broadcom’s shareholders voted Friday in favor of the chipmaker’s efforts to move its legal domicile back to the U.S., as the semiconductor company moves forward with its exit from Singapore after President Donald Trump blocked its hostile pursuit of California-based Qualcomm amid national security concerns.

  • March 23, 2018

    US Silica Absorbs Industrial Minerals Co. In $750M Deal

    U.S. Silica Holdings, maker of commercial silica used in the oil and gas industry, has agreed to pay $750 million for a Golden Gate Capital portfolio company that makes industrial materials used for absorption and filtration, the company said Friday.

  • March 23, 2018

    How To Navigate PE Clients Through Uncertain Markets

    As the private equity industry’s pile of dry powder continues to swell and cost-effective deals become harder to find, fund managers will need attorneys who understand the issues that plague PE players and who can help them find and land attractive assets in an environment fraught with uncertainty.

  • March 23, 2018

    GKN Rallies Investors Against Takeover In Pensions Pledge

    Engineering firm GKN PLC has urged shareholders to resist an "entirely opportunistic" offer from Melrose Industries PLC and promised to halve its own pension liabilities as it keeps up its fight against a hostile takeover.

  • March 22, 2018

    AT&T, Time Warner Say DOJ Lacks 'Crystal Ball' In Opening

    The U.S. Department of Justice urged a D.C. federal judge in opening arguments Thursday to focus on the facts of AT&T's incentives to leverage Time Warner's content post-merger, while the companies argued it's the government's job to ensure no "crystal ball" is needed to see the tie-up's impacts.

  • March 22, 2018

    Judge Nixes Constellation Creditors' Settlement Appeal

    The unsecured creditors committee of defunct metal fabricator Constellation Enterprises LLC will not get another shot at undoing a bankruptcy resolution that cut them out of a recovery, a Delaware federal court ruled Thursday, finding that when the case was converted to a liquidation afterwards, the committee “automatically dissolved and ceased to exist.”

  • March 22, 2018

    Deals Rumor Mill: Carolina Panthers, Xplornet, Denizbank

    The Carolina Panthers’ price has reportedly reached a record $2.5 billion, Canada’s Xplornet Communications Inc. tapped UBS and Bank of Montreal to help it explore a sale, and Emirates NBD’s deal to snap up Denizbank could come in the next few weeks.

  • March 22, 2018

    5th Circ. Rejects IRS Bid To Pause Anti-Inversion Appeal

    The Fifth Circuit refused to pause the U.S. government’s appeal of a Texas federal court’s decision to invalidate a rule that sank a planned $160 billion merger between Pfizer Inc. and Irish counterpart Allergan PLC, according to an order issued Wednesday.

  • March 22, 2018

    Akerman Adds Ex-Baker Donelson Health Antitrust Co-Chair

    A former co-leader of Baker Donelson Bearman Caldwell & Berkowitz PC’s health care antitrust practice who represents health care providers and insurers, including defending Michigan hospital Henry Ford Allegiance Health in a U.S. Department of Justice antitrust suit, has joined Akerman LLP.

  • March 22, 2018

    Boies, BigLaw May Get Small Change In Weinstein Ch. 11

    A bankruptcy spawned by the still unfolding Harvey Weinstein scandal has driven seven BigLaw firms into unaccustomed roles as last-paid instead of first in The Weinstein Co.'s cash-poor Chapter 11, with Boies Schiller & Flexner LLC accounting for half of the group's $20.6 million in claims.

  • March 22, 2018

    UK Lawmakers Say Fox Deal Could Curb Sky’s Independence

    Four U.K. lawmakers want the Competition and Markets Authority to block 21st Century Fox’s $14.4 billion bid to boost its ownership stake in Sky PLC from 39 percent to 100 percent, telling the regulator in a letter Thursday that there are concerns regarding Sky News’ independence if Fox takes over.

  • March 22, 2018

    Trump Escalates China IP Brawl As Tariffs Loom

    President Donald Trump targeted $50 billion worth of Chinese goods with hefty new tariffs and ordered stiff investment restrictions Thursday in retaliation for Beijing’s purported abuse of U.S. intellectual property, marking the administration’s most contentious trade move against China to date.

  • March 21, 2018

    Campbell Prices $5.3 Billion Offering For Snyder's-Lance Buy

    Campbell Soup Co. has priced a $5.3 billion senior notes offering, with the net proceeds to be used for the financing of the company’s previously announced acquisition of snack maker Snyder’s-Lance Inc.

Expert Analysis

  • Top Tax Changes For Law Firms: What Lawyers Need To Know

    Evan Morgan

    For those structured as corporations, the decrease in the maximum corporate tax rate and the repeal of the corporate alternative minimum tax offer good news. But since many law firms are organized as pass-through entities, several limitations on deductions mean they won’t see as much benefit from the new tax law as some other industries, says Evan Morgan of CPA and advisory firm Kaufman Rossin PA.

  • Are Headwinds Hampering Delaware's Blockchain Initiative?

    G. Thomas Stromberg

    Despite the current cryptocurrency fervor, it remains to be seen exactly how, and how quickly, blockchain technology will be adopted by the broader corporate community, and whether Delaware will continue to lead the charge, say attorneys with Jenner & Block LLP.

  • Warranty And Indemnity Insurance Can Help M&A Buyers

    William Charnley

    In recent years, warranty and indemnity insurance has become a prevalent method of helping mergers and acquisitions counterparties close transactions by transferring warranty and liability away from the buyer and seller and onto the insurance market, say William Charnley and Ilan Kotkis of King & Spalding LLP.

  • Opinion

    Companies Should Avoid The BigLaw Bonus Structure

    Michael Moradzadeh

    Since passage of the Trump tax plan last year, companies have been touting bonuses they’ve handed down to rank-and-file employees. This highlights the trend of employers favoring bonuses over pay raises in the belief that variable, short-term rewards are less risky to the business than permanent increases in labor costs. But law firms have used this strategy for years — and there are dangers, says Michael Moradzadeh of Rimon PC.

  • Risk Of 'Below Deal Price' Appraisal Post-Dell: Part 2

    Gail Weinstein

    It remains uncertain whether the Delaware Chancery Court — when relying on the deal price to determine fair value, as prescribed in Dell — will now make a downward adjustment to exclude value arising from the merger itself, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Risk Of 'Below Deal Price' Appraisal Post-Dell: Part 1

    Gail Weinstein

    Despite the Delaware Supreme Court’s opinion in Dell that the deal price is generally the best “proxy” for appraised fair value, the Delaware courts have issued three appraisal decisions in 2018 that determined fair value to be below the deal price. This risk is likely to continue absent further clarification from the Supreme Court or legislative change, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Chief Innovation Officer — The New Star On Legal Teams

    Mark Williamson

    Over the past few years, forward-thinking law firms have expanded their talent pools to include a chief innovation officer, whose responsibilities include spearheading the implementation of technology. It is a smart move, says ​​​​​​​Mark Williamson, co-founder and chief technology officer at Hanzo Archives Ltd.

  • An Expansion Of Tax On US Owners Of Foreign Equity

    David Dreier

    Tax reform's expansion of the controlled foreign corporation rules — which have affected many foreign corporations not previously categorized as CFCs — have prompted U.S. persons who directly or indirectly own interests in these corporations to question whether they are subject to further annual income inclusions. David Dreier and Grayson Weeks of White & Case LLP deconstruct the new tax regime.

  • Why CFIUS Intervened In Broadcom’s Bid For Qualcomm

    Drew Svor

    It's unusual for the Committee on Foreign Investment in the U.S. to delay the election of a public company’s board of directors because they may approve a future transaction. But it's not surprising that CFIUS acted to protect critical U.S. network infrastructure from a foreign buyer, say attorneys with Sheppard Mullin Richter & Hampton.

  • Examining The Enforceability Of Physician Noncompetes

    Mark Wiletsky

    Depending on the circumstances, physician noncompetes can be enforceable, but with its recent decision in Crocker v. Greater Colorado Anesthesia, the Colorado Court of Appeals added a new wrinkle when dealing with these types of agreements, says Mark Wiletsky of Holland & Hart LLP.