Mergers & Acquisitions

  • April 19, 2018

    Investors Say Live Nation’s Iffy Compliance Made Stock Drop

    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.

  • April 19, 2018

    Jones Day Guides P&G’s €3.4B Buy Of Merck Health Brands

    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.

  • April 19, 2018

    3 Alt PE Fund Types Attys Should Know Inside And Out

    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.

  • April 19, 2018

    Shire Spurns £44B Takeover Offer From Takeda

    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.

  • April 18, 2018

    Antitrust Concerns Led Fox To Pick Disney Over Comcast

    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.

  • April 18, 2018

    Leverage Doesn’t Solve Problems, Time Warner CEO Says

    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.

  • April 18, 2018

    DirecTV Looks To Exit AT&T-Time Warner Merger Fight

    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.

  • April 18, 2018

    Judge Rips Ex-Autonomy CFO’s Defense In HP Fraud Trial

    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.”

  • April 18, 2018

    NuStar GP Investor Seeks To Halt $7.9B Restructuring Deal

    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.

  • April 18, 2018

    Deals Rumor Mill: Altice, Carl Icahn, Grail

    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.

  • April 18, 2018

    Del. Justices Asked To Nix 57% Clearwire Appraisal Plunge

    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.

  • April 18, 2018

    Total To Pay $1.7B For French Utility Direct Energie

    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.

  • April 18, 2018

    PHH Shareholder Sues Over Proposed $360M Sale To Ocwen

    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.

  • April 18, 2018

    3 Pension-Related Issues M&A Attys Need To Consider

    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.

  • April 17, 2018

    AT&T-Time Warner Will Hurt Small Cable Providers, CEO Says

    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.

  • April 17, 2018

    Bertucci's Gets Approval On $750K Interim DIP

    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.

  • April 17, 2018

    Deals Rumor Mill: Toys R Us, Amazon, GE

    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.

  • April 17, 2018

    Koch Calls For Oxbow Carbon Valuation, No Price Guarantees

    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.

  • April 17, 2018

    Icahn, Deason Seek Xerox Board Shakeup Over $6B Fuji Deal

    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.

  • April 17, 2018

    Enel Makes Competing $1.37B Offer For Brazil's Eletropaulo

    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.

Expert Analysis

  • Opinion

    The Flawed European Remedy To Bayer-Monsanto Deal

    Allen Grunes

    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.

  • Common Pitfalls In Cross-Border M&A

    Siegmar Pohl

    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.

  • Best Practices For Building A Better Meeting

    Nicholas Cheolas

    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.

  • 5 Ways Law Firms Are Becoming More Like Hotels

    Bella Schiro

    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.

  • Highlights Of ABA Antitrust Spring Meeting: Part 2

    Barry Reingold

    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 Impact Of Tax Reform On Film, TV And Print Media: Part 2

    Michele Alexander

    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.

  • Highlights Of ABA Antitrust Spring Meeting: Part 1

    Shylah Alfonso

    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.

  • Opinion

    Gorsuch's 1st Year Shows He Is A Conservative Activist

    Elliot Mincberg

    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.

  • Leveling The Purchase Price Adjustment Playing Field

    Jordan Weiss

    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.

  • What Cos. Need To Know About China’s New Market Regulator

    Katherine Wang

    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.