Mergers & Acquisitions

  • June 27, 2017

    Del. Justices Reverse Chancery In $2B Westinghouse Row

    Bankrupt Westinghouse Electric Co. LLC suffered a potential $2 billion setback on Tuesday in its dispute with Chicago Bridge & Iron Co. over the purchase of its nuclear unit, as Delaware’s Supreme Court ruled the contract strictly limits what items Westinghouse can challenge in a post-sale review process.

  • June 27, 2017

    Gorsuch And Thomas Becoming Fast Friends At High Court

    In Neil Gorsuch, Clarence Thomas seems to have found a U.S. Supreme Court justice after his own heart. The court’s newest member and its most silent one cast identical votes in case after case this year, at times taking positions deemed more conservative than those of their fellow Republican appointees on the court.

  • June 27, 2017

    Lewis Brisbois Adds 3 Partners To Houston Office

    Lewis Brisbois Bisgaard & Smith LLP announced Monday that it has added three partners to its Houston office, bolstering its corporate and commercial litigation practices.

  • June 27, 2017

    Dykema Cox Adds 3 Attys To Its Dallas Office

    Dykema Cox Smith has added to its ranks, announcing recently that three attorneys have joined its Dallas office as senior counsel, bolstering both the commercial litigation and corporate finance practice groups.

  • June 27, 2017

    5 High Court Concurrences That Read Like Dissents

    “Concurring opinion” can feel like a misnomer when a justice departs from — or downright slams — the reasoning of the majority. Here are the opinions from the latest U.S. Supreme Court term in which the biggest divisions bore the label of agreement.

  • June 27, 2017

    La. Man Settles SEC's Claims He Helped Fudge Financials

    A Louisiana man agreed to pay $25,000 to settle the U.S. Securities and Exchange Commission’s claims that he participated in a fraudulent scheme to use subsidiary sales to gussy up the books of a motor freight business and a beverage firm, according to a judgment entered Tuesday in New York federal court.

  • June 27, 2017

    The Sharpest Dissents From This Supreme Court Term

    While there were fewer dissents coming from the U.S. Supreme Court during its October 2016 term than in years past, justices still managed to come up with creative disses and blistering attacks when they were on the losing side. Here, Law360 highlights the term’s top dissents.

  • June 27, 2017

    American Airlines Pilots' Seniority Suit Dismissed

    A Pennsylvania federal judge on Monday threw out a proposed class action by a group of American Airlines Inc. pilots contesting the seniority agreement reached after the company’s merger with US Airways, ruling the agreement was not arbitrary, discriminatory or reached in bad faith.

  • June 27, 2017

    FCC Must Allow $1.5B Sale, Inmate Calling Co. Says

    Inmate communications provider Securus asked the Federal Communications Commission Monday to dismiss a petition to deny its application to transfer ownership and control of agency licenses as part of a $1.5 billion acquisition, claiming that prison reform groups and others had misconstrued its intrastate calling rates as violating commission-imposed rate caps and prohibitions on certain fees.

  • June 27, 2017

    Deals Rumor Mill: Sprint, Stada, Sovcomflot

    Sprint may be joining a partnership between Comcast and Charter to boost their wireless offerings, Bain Capital and Cinven may make another bid to buy Stada after the duo's €5.3 billion offer did not get approved, and Russia's largest shipping company will be taken private next month.

  • June 27, 2017

    UK Watchdog Says Heineken Pub Sales Offer Might Work

    The U.K.’s antitrust watchdog on Tuesday said that Heineken NV’s proposal to sell pubs in 33 locations around Great Britain may alleviate the watchdog’s concerns over the Dutch brewer's £305 million ($388.9 million) acquisition of 1,900 Punch Taverns PLC pubs.

  • June 27, 2017

    Clayton Williams Investor Wants Tally After $2.7B Deal

    Driehaus Appraisal Litigation Fund LP petitioned the Delaware Chancery Court on Monday for an appraisal of its shares of Clayton Williams Energy Inc. after news of a $2.7 billion acquisition by Noble Energy Inc., suggesting that it would not receive fair value without court intervention.

  • June 27, 2017

    TreeHouse Foods Investors Fight To Keep Suit Over $2.7B Buy

    Investors urged an Illinois federal court on Monday to deny TreeHouse Foods Inc.'s bid to toss their suit accusing it of overstating its success after buying a $2.7 billion ConAgra Foods Inc. business, arguing that TreeHouse’s allegedly false and misleading statements in 2016 inflated its stock price.

  • June 27, 2017

    Supreme Court Denies Cert In Transocean Investor Suit

    The U.S. Supreme Court said Tuesday it wouldn't hear an appeal of a Second Circuit decision that refused to revive a suit from Transocean investors who claimed they were deceived about company safety practices by the owner of the Deepwater Horizon drilling rig when Transocean merged with GlobalSantaFe Corp.

  • June 27, 2017

    Western Digital Again Makes PE-Backed Toshiba Memory Bid

    Western Digital on Tuesday revealed it again made a competing, private equity-backed bid for Toshiba’s memory business, a day after the California-based company slammed a preferred consortium’s 2 trillion yen ($17.9 billion) offer for the inclusion of a rival chipmaker.

  • June 26, 2017

    BancorpSouth Investors Win Class Cert. In AML Probe Suit

    A Tennessee federal judge signed off on Monday on a bid by shareholders in BancorpSouth Inc. to unite as a class in their suit against the company for allegedly lying about its compliance with anti-money laundering laws, saying they met established legal standards.

  • June 26, 2017

    FelCor Hit With Investor Suit Over Merger With RLJ Lodging

    A putative class of shareholders in FelCor Lodging Trust Inc. hit the company and RLJ Lodging Trust with a suit in Maryland federal court Monday, alleging that material information about the two real estate investment trusts’ plans to create the third-largest U.S. lodging REIT wasn’t adequately disclosed to shareholders.

  • June 26, 2017

    Paul Hastings To Pay $46.5M In Deal To End ExamWorks Suit

    The Delaware Chancery Court is set to consider in September an $86.5 million deal settling the challenge to Leonard Green & Partners $2.2 billion purchase of ExamWorks Group Inc., with Paul Hastings LLP, accused of aiding and abetting alleged fiduciary duty breaches, responsible for $46.5 million of that amount.

  • June 26, 2017

    The Supreme Court Term By The Numbers

    Despite a contentious confirmation hearing for Justice Neil Gorsuch, the U.S. Supreme Court term itself was mellow this year, with more unanimous cases and fewer controversial decisions. Still, there were a handful of business rulings that packed a punch.

  • June 26, 2017

    The Firms That Won Big At The Supreme Court

    One firm went undefeated at the U.S. Supreme Court this term. Another built on last year’s winning streak. And some high court powerhouses took their lumps. Here, Law360 breaks down how the firms most frequently seen at oral arguments performed this term.

Expert Analysis

  • Regulatory Scrutiny In Insurance M&A Transactions Is Rising

    Robert Fettman

    A new era of increased regulatory scrutiny over insurance company mergers and acquisitions transactions appears to be dawning, if recent events are any indication. In this environment, it would behoove potential acquirers to be well versed in current regulatory expectations to securing statutory approval of a deal, says Robert Fettman of Hogan Lovells US LLP.

  • Why Amazon's Whole Foods Buy Is Likely To Be Cleared

    Lisl Dunlop

    Given the relatively small presence of Whole Foods in the grocery industry, the idea that this deal gives Amazon an unfair advantage in either the physical or online grocery market appears overblown. Equally overblown appear to be concerns that the transaction will result in buyer power, says Lisl Dunlop, co-head of Manatt Phelps & Phillips LLP's antitrust and competition practice group.

  • An Interview With Floyd Abrams

    Randy Maniloff

    It was a privilege to spend a half-hour on the phone with the nation's foremost First Amendment lawyer. Floyd Abrams and I discussed his career, his new book and what he sees in his free-speech crystal ball. And he was a very good sport when I asked if it is constitutionally protected to yell inside a movie theater: “Citizens United is a terrible decision and should be set on fire,” says Randy Maniloff of White and Williams LLP.

  • Bucking Tradition: NewLaw And The Coming Millennials

    Jill Dessalines

    Recent surveys show that law firms won't be able to rely on the flood of associates their business model demands as long as they require them to dedicate all day, most nights, every weekend and all holidays to firm business, says Jill Dessalines, founder of Strategic Advice for Successful Lawyers and former assistant GC at McKesson Corp.

  • A Buyer’s Guide To Carelessly Losing Indemnification Rights

    Craig Godshall

    The recent case of Davis v. EMSI Holding reminds us that basic Delaware law can defeat even the most well-crafted indemnification arrangements in a private company stock acquisition, says Craig Godshall of Dechert LLP.

  • Monthly Column

    Gray Matters: We Feel, We Decide

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    Despite legal education training and the focus on logic and reason by the courts, lawyers address emotional issues on a daily basis — albeit more indirectly. But a shift to consciously and strategically addressing emotions gives us a powerful tool to help our clients reach faster, better decisions, say dispute resolution experts Robert Creo and Selina Shultz.

  • The Misconception About SWS Appraisal Decision

    Gail Weinstein

    The Delaware Chancery Court’s recent decision in SWS Group raises the question whether below-the-merger-price appraisal results will now become more common. A number of commentators have suggested that the answer is yes, but their conclusion follows what we believe to be a misconception, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • A Delaware Case With Lessons For VC Firms And Founders

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    In a case of first impression, the Delaware Chancery Court recently rejected a venture capital firm’s effort to ratify an amendment to a company’s charter that would have forced its founder out of the company. Nguyen v. View highlights the need for both sides to carefully negotiate the voting agreements that establish parties’ roles in guiding the future of a company, say Matthew Rifino and Philip Amoa of McCarter & English LLP.

  • Opinion

    Justice Kennedy's Moderating Influence On The High Court

    Nan Aron

    The guessing game around Justice Anthony Kennedy’s possible retirement is reaching a crescendo. Yet the speculation does more than fuel bookmakers’ odds. It draws attention to his pivotal role as the court’s swing vote, says Nan Aron, president of Alliance for Justice.

  • Why Likes And Retweets Are Worth Protecting In Bankruptcy

    Victoria Cioppettini

    Bankruptcy counsel armed with knowledge about how to leverage the potentially lucrative asset of a company’s user-generated content — testimonials, reviews, likes, retweets, shares and other customer-driven communications — will be able to maximize the value of the company, defend litigation without spoliation of evidence, and help the corporation achieve an orderly reorganization, say Victoria Cioppettini and Susan Usatine of Cole Schotz PC.