Mergers & Acquisitions

  • March 15, 2018

    FCC Must Undo AT&T, Verizon Spectrum Sales, Rep. Says

    In a letter Wednesday to FCC Chairman Ajit Pai, a California congresswoman accused the agency of unfairly giving AT&T and Verizon a leg up in the development of next-generation mobile service by approving a pair of multimillion-dollar spectrum license buyouts, calling for the commission to undo its actions. 

  • March 15, 2018

    Blucora Investor Defends Suit Over Costly Acquisitions

    An investor in tax and finance software venture Blucora Inc. argued late Wednesday that company directors were too conflicted to fairly consider and take up the claims in his multicount, derivative suit alleging duty breaches and self-interested board conduct in two costly acquisitions and other deals.

  • March 15, 2018

    Cigna, Express Scripts To Face Tough Antitrust Review

    Cigna's $67 billion purchase of Express Scripts is set to face rigorous antitrust scrutiny amid a wave of deals integrating insurers and pharmacy benefits managers — especially given the government's recent hard-line stance on another high-profile vertical merger.

  • March 15, 2018

    SEC Commissioner Wants More Cyber Breach Disclosures

    Commissioner Robert J. Jackson Jr. called for greater disclosure requirements for cyber security breaches at public companies on Thursday, after the U.S. Securities and Exchange Commission last month issued new guidelines surrounding cyber threats.

  • March 15, 2018

    EU To Decide Fate Of Apple's Shazam Purchase By Late April

    The European Union’s competition watchdog has set an April 23 deadline for a provisional decision on whether to clear Apple Inc.’s $400 million acquisition of music recognition service Shazam Entertainment Ltd., with a final decision due by June 2.

  • March 15, 2018

    Deals Rumor Mill: Alibaba, Bayer, BP

    Alibaba Group Holding Ltd. is reportedly laying the groundwork for a Chinese stock market listing, Department of Justice antitrust officials aren’t satisfied with Bayer’s divestment plans related to its Monsanto takeover, and BP is looking to sell its stake in an Egyptian joint venture.

  • March 15, 2018

    Weil's Breitburn Lienholder Work A 'Fee Issue,' Judge Says

    A New York bankruptcy judge on Thursday said the failure of Weil Gotshal & Manges LLP to disclose it had represented a Breitburn Energy Partners LP lienholder before taking on the company's bankruptcy case was a “fee issue” that could come into play when the firm tries to collect its pay.

  • March 15, 2018

    Conn. Water Service Merges With Holding Co. In $750M Deal

    California-based holding company SJW Group has agreed to merge with Connecticut Water Service in a $750 million deal that would make the company the third-largest investor-owned water and wastewater utility in the U.S., SJW Group said Thursday.

  • March 15, 2018

    Cable Group Rips Sinclair Station Divestiture Plans As Vague

    Sinclair Broadcast Group Inc. still hasn’t presented enough information for the Federal Communications Commission to adequately weigh station divestiture plans driven by its proposed $3.9 billion acquisition of Tribune Media Co., the American Cable Association said in its latest barrage against the merger.

  • March 15, 2018

    Dismissal Of Aerospace Firm Sale Challenge Upheld In Del.

    A shareholder suit challenging the $34 million sale of a New Jersey airplane parts manufacturer will not be revived after the Delaware Supreme Court upheld a dismissal of the action Thursday, agreeing with the lower court’s ruling that the complaint did not show the company directors breached their fiduciary duties.

  • March 15, 2018

    Experian Expands UK Market Reach With $385M Fintech Buy

    Credit information company Experian has agreed to buy a U.K.-based consumer credit data organization for £275m ($385 million) as a means to extend its reach into the U.K. market, the company said Thursday.

  • March 15, 2018

    What PE’s Intensified Focus On The IT Sector Means For Attys

    Private equity players are increasingly seeking to capitalize on the blossoming information technology sector, which has historically been primarily a target of venture capital, meaning PE attorneys can expect to be tasked with more work focused on IT fundraising and dealmaking and the unique legal issues that can arise.

  • March 15, 2018

    Judge Blasts 'Fake News' In AT&T-Time Warner Row

    A D.C. federal judge on Thursday railed against press reports that the trial contesting AT&T and Time Warner’s merger has been pushed back two days, when in fact only opening arguments have been moved to make way for two days of evidentiary arguments, beginning Monday, March 19.

  • March 14, 2018

    Pipeline Cos. Seek ExGen Texas Ch. 11 Financial Assurance

    Two Texas pipeline companies objected Wednesday to confirmation of ExGen Texas Power LLC’s Chapter 11, citing concerns about the creditworthiness of unnamed replacement guarantors for their long-term agreements to fuel four of ExGen’s power plants.

  • March 14, 2018

    Altaba Says Asset Value Doesn't Support Noteholder Claims

    Yahoo Inc. successor company Altaba Inc. said in a filing with the Delaware Chancery Court late Tuesday that claims from noteholders that they are owed additional shares following a $4.5 billion sale of assets to Verizon Inc. aren’t supported by the terms of the note indenture, which requires a transfer of substantially all of Altaba’s assets for the bonus to be triggered.

  • March 14, 2018

    New Partner Will Lead Holland & Knight Joint Venture Team

    Holland & Knight LLP announced Wednesday that it has added Steven D. Lear, a prominent attorney in corporate and real estate transactions, to its Miami office, from which he will lead the firm's National Joint Venture Practice Team.

  • March 14, 2018

    Opes Acquisition Prices $100M IPO To Target Mexican Co.

    Opes Acquisition Corp., a blank check company affiliated with private equity firm Axis Capital Management, said Wednesday it priced an initial public offering that raised $100 million, money intended to help fund the acquisition of a Mexican business.

  • March 14, 2018

    Regulatory Hurdles Dampen China's Outbound Deal Appetite

    Chinese acquirers are eager to ink cross-border deals, but the swift increase in regulatory oversight both at home and abroad is holding outbound investment levels down after roughly a decade of increasing activity.

  • March 14, 2018

    Morgan Lewis Adds Brussels-Based Competition Partner

    Morgan Lewis & Bockius LLP has added EU and German competition lawyer Christina Renner as a partner with its antitrust team in Brussels, the firm announced Wednesday.

  • March 14, 2018

    Deals Rumor Mill: Siemens, Deutsche Bank, Ardian

    Siemens is expected to price the shares of its Healthineers unit at $34.64 a piece, investors have expressed interest in all of DWS’ offered shares, and French private equity firm Ardian is planning to sell off German pharmaceutical company Riemser Pharma GmbH.

Expert Analysis

  • How Newman's Own Got A New Life

    Allen Bromberger

    A new law allowing private foundations to own all of a business under certain conditions gives a new lease on life to the foundation that owns the company producing and selling Newman’s Own food products. More private foundations may take ownership of profitable businesses as a result of this law, says Allen Bromberger of Perlman & Perlman LLP.

  • Beware Risks In Add-On Acquisitions

    Gene Barton

    Add-on acquisitions are playing an increasingly important role in the private equity world as they enable funds to replicate the ability of strategic buyers to pay higher multiples. But don't let the relatively small size of add-ons fool you — the risks are real, says Gene Barton of Goulston & Storrs PC.

  • Why Machine Learning Should Matter To Lawyers

    Dan Puterbaugh

    Legal leaders who want to meet their clients' expanding expectations should start moving their documents to future-ready document management solutions now if they want to stay competitive in the next few years, says Dan Puterbaugh of Adobe Systems Inc.

  • Navigating The Complexities Of A Digital Health Transaction

    Kristopher Brown

    Digital health is now at the forefront of deal activity, which is creating opportunities and challenges in equal measure. Practitioners may now be required to address in a single transaction complex issues that previously would have arisen only in separate life sciences, technology or health care deals, say Kristopher Brown and Tony Chan of Dechert LLP.

  • Power Of The Fiduciary Duty Contractual Waiver In LLCs

    Gail Weinstein

    The Delaware Chancery Court's decision in Miller v. HCP clarifies that minority investors in limited liability companies typically have very limited rights. Governing agreements often provide that LLC managers have no fiduciary duties, and the implied covenant of good faith is a weak tool for plaintiffs, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Getting Back To Basics With Master Limited Partnerships

    Jeffery Malonson

    It has been a rough three years in the energy sector. During the downturn, upstream master limited partnerships, large and small, were disproportionately affected. If we have learned anything from this cycle, it is that we should endeavor to structure MLPs to withstand even the harshest price environments, says Jeffery Malonson of King & Spalding LLP.

  • How To Deal With New Vertical Merger Enforcement Risks

    Jon Dubrow

    Recent announcements by senior antitrust officials at the U.S. Department of Justice suggest that merging parties in vertical transactions will face an increased burden in convincing the DOJ to settle. With a heavy skepticism toward behavioral remedies, the DOJ will act more like a cop than a parole officer, say attorneys with McDermott Will & Emery LLP.

  • Looking Closer At A Record Year For Securities Cases

    Stefan Boettrich

    The pace of securities class action filings, settlements and dismissals in 2017 each reached levels not seen in at least a decade — and 2018 is already looking up. Last year also saw record low settlement metrics, but they do not necessarily portend low aggregate settlements in 2018 and beyond, says Stefan Boettrich of NERA Economic Consulting.

  • Observations On Delaware Appraisal In A Post-Dell World

    John Hughes

    It is too early to assess the full reach that Dell will have on appraisal in Delaware. But the Delaware Chancery Court's ruling last week in Verition Partners v. Aruba Networks provides a first look, say John Hughes and Jack Jacobs of Sidley Austin LLP.

  • A Guide To Financing Food And Beverage Companies In 2018

    Will Bernat

    With investment dollars continuing to flow in 2018, high-growth food and beverage brands will have the opportunity to think strategically and creatively about the investors they work with and deal structure, says Will Bernat of Nutter McClennen & Fish LLP.