The entertainment behemoth created by the $2.5 billion merger of Live Nation and Ticketmaster failed to tell shareholders that it may have violated a consent decree with the U.S. Department of Justice that greenlighted the deal by bullying venues into exclusive contracts, an investor said in a proposed class action filed Wednesday in California federal court.
Procter & Gamble Co. has agreed to buy the consumer health business of Merck KGaA for €3.4 billion ($4.2 billion) in a deal guided by Jones Day, the company said Thursday.
Private equity fund managers seeking an edge in a challenging and increasingly crowded fundraising and deal-making environment have found success trying unconventional strategies like secondaries and private debt, which promise stable and strong returns but can also present unique legal issues. Here, Law360 explores three alternative fund types.
Dublin-based Shire revealed Thursday that it has spurned a series of takeover offers from Japan’s Takeda that reached £44 billion ($62.6 billion) for “significantly” undervaluing the rare disease-focused drugmaker’s pipeline, as another potential suitor emerged.
Walt Disney Co. said in an SEC filing Wednesday that potential regulatory risk including the “possibility of an outright prohibition” led 21st Century Fox Inc. to decline a higher offer from a third party, reportedly Comcast Corp., before agreeing to Disney’s $52.4 billion acquisition deal in December.
AT&T’s proposed purchase of Time Warner has nothing to do with gaining “leverage” over rival pay-TV providers and everything to do with tackling the real challenges facing modern television programmers, Time Warner’s CEO said in D.C. federal court Wednesday in a step-by-step attack on the U.S. government’s merger challenge.
Satellite service provider DirecTV asked a D.C. federal court on Tuesday to dismiss it from the U.S. Department of Justice suit challenging AT&T’s planned purchase of Time Warner, arguing that it has no business being in the case since it’s a wholly owned subsidiary of the buyer.
A California federal judge criticized a defense offered by Autonomy's ex-financial chief as the government’s months-long fraud trial neared its conclusion Wednesday, saying his attorneys can’t tell a jury that Hewlett-Packard Co.’s own internal turmoil caused it to overvalue the British software company, because “even somebody dysfunctional can’t be lied to.”
Two months after reaching a merger agreement to restructure Texas-based NuStar Energy LP, an investor in NuStar’s holding company asked a Delaware federal judge on Tuesday halt the deal, claiming a proposed class of investors are still in the dark about how the $7.9 billion partnership was reached.
The European Commission plans to fine Altice, Carl Icahn snapped up a less than 5 percent stake in Dell Technologies unit VMware, and Grail Inc. wants to raise $1 billion.
Clearwire Corp investor Aurelius Capital Management LP on Wednesday told Delaware's Supreme Court that "compounding" legal errors last year led Chancery Court to set Clearwire's stock price 57 percent below the amount Sprint Nextel Corp. paid in a $3.6 billion buyout in 2013.
French energy giant Total said Wednesday that it will buy Paris-based utility Direct Energie in a €1.4 billion ($1.7 billion) deal, strengthening the company’s presence as an electricity provider in France and Belgium.
A shareholder in PHH Corp. hit the company and its board of directors with a proposed class action Tuesday in New Jersey federal court alleging the board was misleading investors about a $360 million plan to sell the company to rival mortgage provider Ocwen Financial Corp. and had bungled the sale process.
There are countless matters to be examined when doing due diligence ahead of a potential acquisition, but attorneys should be certain not to overlook the target company's pension plan, which can present unique regulatory predicaments and leave a new owner on the hook for costly obligations to retirees. Here, Law360 dives into three pension-related issues attorneys must consider while advising clients on potential M&A deals.
A small cable company’s CEO warned Tuesday in D.C. federal court that he’s already seen one merger between a pay-TV distributor and a television programmer impose competitively detrimental contract terms, and the same could happen with the merger between AT&T and Time Warner being challenged by the U.S. government.
Bankrupt Italian restaurant chain Bertucci’s received interim approval Tuesday in Delaware to tap into a $750,000 portion of its $4 million debtor-in-possession financing package being provided by the stalking horse bidder seeking to buy its assets through the Chapter 11 process.
Toys R Us has reportedly rejected a billionaire toy mogul’s $890 million bid to buy Canadian and U.S. stores, Amazon.com is negotiating a shipping deal with Brazilian airline Azul SA, and General Electric Co. is pushing ahead with plans to sell its industrial gas engine unit.
A newly unsealed brief on terms for a potential Delaware Chancery Court-ordered sale of William I. Koch’s Oxbow Carbon LLC, filed by Koch and his allies, called Monday for a new company valuation and no price guarantees for investors whose cash-out demands led to the exercise.
Activist investor Carl Icahn and businessman Darwin Deason ramped up pressure on Xerox Tuesday, calling on shareholders to oust some of the company’s directors in light of the $6.1 billion “value-destroying” and “conflict-tainted” planned tie-up with Fuji.
Italy's Enel S.p.A. lobbed a competing 4.7 billion Brazilian reais ($1.37 billion) takeover offer for Brazilian power distribution company Eletropaulo on Tuesday, after Neoenergia S.A. disclosed a bid.
It is a safe bet that the U.S. Department of Justice is poised to sign on to the European agreement on Bayer’s acquisition of rival Monsanto, perhaps with a few tweaks. Even so, the Bayer-Monsanto transaction is likely to harm U.S. farmers, say Allen Grunes and Maurice Stucke, founders of The Konkurrenz Group.
When negotiating and closing deals between U.S. and European or Asian companies, applying well-known principles of one jurisdiction can sometimes lead to unexpected outcomes in another. Siegmar Pohl and Shin Iwata of Squire Patton Boggs LLP discuss hidden liabilities, cultural differences and other surprises in cross-border M&A.
How can we improve meetings in the legal industry, which tends to evolve with the speed of a tranquilized water buffalo mired in quicksand? Breaking it down to three phases can yield significant benefits, says Nicholas Cheolas of Zelle LLP.
One way law firms differentiate themselves from the competition to attract and retain top talent is through their real estate and workplace strategies. Taking a lead from the hospitality industry can help create a more inviting, welcoming and collaborative workspace environment, says Bella Schiro of Jones Lang LaSalle Inc.
The American Bar Association’s 66th Antitrust Law Spring Meeting included many sessions on merger enforcement. Attorneys with Perkins Coie LLP offer key takeaways from some of the most interesting panels.
The Tax Cuts and Jobs Act has imposed new limitations on a corporation’s ability to take advantage of net operating losses. Certain changes will disproportionately affect media companies, impacting their debt restructuring, acquisition and disposition strategies, say Michele Alexander and Ryan Davis of Bracewell LLP in New York.
The American Bar Association’s 66th Antitrust Law Spring Meeting included a number of sessions with representatives from federal and state antitrust enforcement agencies. Attorneys with Perkins Coie LLP offer some key takeaways from those sessions.
In his first year on the U.S. Supreme Court, Justice Neil Gorsuch has proven to be a narrow-minded elitist who consistently votes in favor of corporations and the powerful, acting to roll back protections for workers, consumers, LGBTQ individuals and other marginalized communities, says Elliot Mincberg of People for the American Way.
M&A contracts often set forth a detailed methodology for arriving at the actual working capital of the business at close. Notably, they almost never contemplate the failure of the buyer to deliver its calculation of working capital by the deadline, say Jordan Weiss and Jenna Newmark of Goodwin Procter LLP.
As part of a sweeping government restructuring plan announced last month, China is merging a range of government agencies into the new State Market Regulatory Administration. Multinational companies doing business in China must pay close attention to how functions within the newly consolidated agency will be organized, say attorneys with Ropes & Gray LLP.