Mergers & Acquisitions

  • February 15, 2018

    Door-Maker Wins $59M In Antitrust Suit Against Parts Supplier

    A Virginia federal jury on Thursday awarded a Texas door manufacturer $58.6 million in its antitrust suit against a supplier of molded door skins, a crucial door component, finding the supplier violated antitrust law by acquiring a competing supplier and overcharging the door-maker for components.

  • February 15, 2018

    SEC Nixes Sale Of Chicago Exchange To Chinese Investors

    The U.S. Securities and Exchange Commission on Thursday rejected the politically sensitive sale of the Chicago Stock Exchange to a group of Chinese investors, citing “unresolved questions” over the proposed ownership structure and concerns for the regulatory agency’s ability to maintain oversight of the exchange after the sale.

  • February 15, 2018

    FCC Watchdog Probing Pai-Sinclair Relationship, Rep Says

    The inspector general of the Federal Communications Commission is investigating Chairman Ajit Pai over whether he improperly pushed for rule changes relaxing media ownership rules in order to benefit Sinclair Broadcasting Group, Rep. Frank Pallone, D-N.J., announced Thursday.

  • February 15, 2018

    UK Watchdog To Face High Court Scrutiny On Fox-Sky Finding

    A London High Court judge has agreed to hear a challenge to a U.K. telecom regulator’s finding that 21st Century Fox Inc. would be a “fit and proper” broadcast license holder if a proposed $14.4 billion takeover of Sky PLC goes through, activist group Avaaz said Wednesday.

  • February 15, 2018

    Texas Grocery Chain HEB Buys Growing Mobile Delivery App

    Texas food retailer HEB Grocery Co. LP, one of the Lone Star State’s largest private employers, said Thursday it has purchased Favor Delivery, a popular and growing on-demand delivery service headquartered in Austin, for an undisclosed sum.

  • February 15, 2018

    AT&T Takes Unusual Step In Seeking Delrahim Testimony

    AT&T Inc.’s bid to have Makan Delrahim, head of the U.S. Department of Justice’s Antitrust Division, testify in the case challenging its planned purchase of Time Warner Inc., could help the company argue that the challenge was politically motivated, but it may not be easy and comes with some risk.

  • February 15, 2018

    Deals Rumor Mill: Thomson Reuters, Seadrill, Petrobras

    Thomson Reuters' chairman reportedly had concerns about the Blackstone-led offer for its financial and risk business, offshore drilling giant Seadrill is nearing a restructuring deal with bondholders and shipyards, and Petrobras set a late-March deadline for offers for a majority stake in a gas pipeline network.

  • February 15, 2018

    Chancery OKs TransPerfect Buyout By Shawe

    A Delaware Chancery judge on Thursday approved the $770 million sale of legal translation firm TransPerfect to Philip Shawe, rejecting his co-founder and bitter rival Elizabeth Elting’s opposition and ruling there was no indication the court-appointed custodian overseeing the process exercised poor judgment or wasn’t impartial.

  • February 15, 2018

    Davis Polk Advises Roche On $1.9B Flatiron Health Buy

    Davis Polk & Wardwell LLP is advising Hoffman-La Roche Ltd. in its proposed $1.9 billion acquisition of Flatiron Health Inc., a health care technology company focused on accelerating cancer research that’s being led in the deal by Wilson Sonsini Goodrich & Rosati PC, according to a statement Thursday.

  • February 15, 2018

    Swarmify Says CloudFlare Stole Stream Tech After Deal Talks

    Technology startup Swarmify asked a California federal judge on Thursday to block CloudFlare from offering a streaming content service and to order the takedown of two blog posts explaining how it works, saying CloudFlare created the technology with trade secrets stolen during the companies' now-stalled acquisition talks.

  • February 15, 2018

    SPACs Set For Another Strong Year, Fund Manager Says

    Coming off a record-breaking 2017, initial public offerings by special-purpose acquisition companies are poised for another robust year but may fall below last year’s torrid pace, a hedge fund founder told a gathering of business people and lawyers Thursday in New York.

  • February 15, 2018

    Bioverativ Shareholders Sue To Block $11.6B Sale To Sanofi

    Shareholders of Bioverativ Inc. slapped the biopharmaceutical company and its board of directors with a proposed securities class action in Massachusetts federal court on Thursday, accusing them of withholding crucial information needed to make an informed decision on a proposed $11.6 billion sale to Sanofi.

  • February 15, 2018

    Torys, Blake Guide Choice Properties, CREIT In $4.8B Deal

    Choice Properties and Canadian Real Estate Investment Trust on Thursday said that they will form the largest REIT in Canada, in a deal with an enterprise value of about CA$6 billion ($4.8 billion) guided by Torys LLP and Blake Cassels & Graydon LLP.

  • February 15, 2018

    Wyndham Sells Euro Vacation-Rental Biz For $1.3B

    Wyndham Worldwide Corp. has reached a deal to sell its European vacation rental business to U.S. private equity shop Platinum Equity for about $1.3 billion as the hospitality giant looks to focus on its core operations, the companies said Thursday.

  • February 15, 2018

    Aruba Share Payout Cut 30% In $2.8B HP Tie-up Appraisal

    Hedge fund investors lost big Thursday in a Delaware Chancery Court appraisal lawsuit that challenged the $2.8 billion price Hewlett-Packard Co. paid for Aruba Networks Inc. in 2015, when a judge pegged the fair value 30 percent lower than the acquisition payout.

  • February 15, 2018

    Miami Partner Rejoins Shutts & Bowen From Holland & Knight

    A real estate and financial services-focused attorney returned to Shutts & Bowen LLP’s Miami office as a corporate partner last week after a nearly four-year stint at Holland & Knight LLP, becoming the second attorney to rejoin in the past two weeks, the firm said.

  • February 15, 2018

    LyondellBasell Pays $2.25B To Pick Up Plastic Supplier

    LyondellBasell, a multinational plastics, chemicals and refining company, has agreed to buy a supplier of plastic composites, compounds and powders for $2.25 billion, the company said Thursday.

  • February 15, 2018

    A Chat With Hogan Lovells HR Chief Allison Friend

    In this monthly series, legal recruiting experts Amanda Brady and Amy Mallow of Major Lindsey & Africa interview law firm management from Am Law 200 firms about how they are navigating an increasingly competitive business environment. The second conversation is with Allison Friend, chief human resources officer for Hogan Lovells LLP.

  • February 14, 2018

    Uthe’s RICO Harm Theory New To Appeal, 9th Circ. Says

    Uthe Technology Corp. urged the Ninth Circuit on Wednesday to revive its Racketeer Influenced and Corrupt Organizations Act suit, arguing the semiconductor company suffered a direct harm when it was defrauded into selling a “thriving” subsidiary and prompting the judges to complain Uthe was raising a new injury theory for the first time on appeal.

  • February 14, 2018

    Cascadian Investor Says $614M Deal Statement Omitted Info

    A shareholder of biopharmaceutical company Cascadian Therapeutics Inc. launched a class action on Tuesday in Delaware federal court alleging the company’s directors omitted material information from documents detailing a proposed $614 million merger deal with Seattle Genetics Inc.

Expert Analysis

  • Smart Contracts Need Smart Corporate Lawyers

    Matthew O’Toole

    Given the operational and security risks involved, and the substantial digital asset values transacted, the rise of distributed ledger technology and smart contracts will create new opportunities and responsibilities for transactional lawyers, say attorneys with Potter Anderson Corroon LLP.

  • How To Fix Your Broken Client Teams

    Mike O'Horo

    Law firms claim they create client teams to improve service. Clients aren’t fooled, describing these initiatives as “thinly veiled sales campaigns.” Until firms and client teams begin to apply a number of principles consistently, they will continue to fail and further erode clients’ trust, says legal industry coach Mike O’Horo.

  • How To Serve Your Blind Client Effectively

    Julia Satti Cosentino

    While a client’s visual impairment can create challenges for an attorney, it also can open up an opportunity for both attorney and client to learn from each other. By taking steps to better assist clients who are blind or visually impaired, attorneys can become more perceptive and effective advisers overall, say Julia Satti Cosentino and Nicholas Stabile of Nutter McClennen & Fish LLP.

  • Don't Let PFAS Leave A Mark On Your Business Transaction

    Alexandra Farmer

    Growing regulatory and litigation focus on per- and poly-fluorinated alkylated substances, combined with pressure to streamline due diligence, poses a challenge for environmental transactional lawyers tasked with review of industries and properties currently or previously involved in the manufacture, distribution or sale of PFAS or products containing PFAS, say Alexandra Farmer and Laura Mulherin of Kirkland & Ellis LLP.

  • How Notice 2018-13 Frames Foreign Earnings Transition Tax

    August_Casey_72511_4x5 (2).jpg

    On Jan. 19, the U.S. Department of the Treasury and the IRS issued Notice 2018-13, elaborating on previous guidance about the Tax Cuts and Jobs Act’s new deemed repatriation provision. The notice also describes the agencies' intent to issue updated Form 5471 instructions, which will introduce an important — and much needed — limitation to filing requirements following the repeal of Section 958(b)(4), say attorneys at Morgan Lewis & Bockius LLP.

  • Opinion

    Evolving Due Process In The Digital Age

    Stephen Kane

    Because courts have not modernized as quickly as companies like Amazon, Tesla and Apple, Americans are becoming increasingly dissatisfied, but technological innovations may be able to help Americans access their due process, says Stephen Kane of FairClaims.

  • The Allure And Pitfalls Of Earnouts: Part 2

    Gail Weinstein

    Given the prevalence of earnout disputes in M&A, a dispute resolution mechanism that deters litigation should be included in the acquisition agreement. The Delaware courts will not intervene in post-closing disputes, including over earnout payments, when an agreement provides a mechanism for an alternative dispute resolution, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Centers Of Influence Are Key To Small Law Firm Rainmaking

    Frank Carone

    In a national survey of 378 small law firms, partners ranked client referrals as the most important means of business development. Yet studies reveal that while professional services providers obtain most new clients from existing client referrals, their best new clients — the ones providing the largest pool of investable assets — overwhelmingly come from “centers of influence,” says Frank Carone, an executive partner at Abrams Fensterman.

  • The Allure And Pitfalls Of Earnouts: Part 1

    Gail Weinstein

    Earnouts in M&A often prevent disagreements during the negotiation of the deal price only to result in post-closing disputes over the earnout itself. The most recent Delaware earnout decision, GreenStar v. Tutor Perini, provides a stark illustration of the need for clear, specific earnout-related provisions, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Recent Trends In Books And Records Demands

    Matthew Solum

    While stockholders of Delaware corporations have the right to inspect nonpublic corporate records, that right is not endless or unbounded. Courts are trending toward restricting what constitutes a proper purpose, and are allowing various conditions on the production of these documents, say Matthew Solum and Vera Esses of Kirkland & Ellis LLP.