Mergers & Acquisitions

  • December 11, 2017

    American, Union Win Toss Of Ex-TWA Pilots' Seniority Suit

    A Texas federal judge on Monday granted a bid from American Airlines and Allied Pilots Association to dismiss a suit brought by four former Trans World Airlines pilots alleging the airline and the union mishandled a dispute over their integration into the American pilot seniority list after American merged with TWA in 2001.

  • December 11, 2017

    Deals Rumor Mill: Disney, Ascension Health, GGP

    A deal between Disney and 21st Century Fox could come this week, Ascension Health and Providence St. Joseph Health are in talks to merge, and GGP has declined Brookfield Property Partners LP’s $14.8 billion buyout bid.

  • December 11, 2017

    Corning Taps Shearman, Skadden For $900M Deal With 3M

    Materials science giant Corning Inc., with assistance from legal advisers Shearman & Sterling LLP and Skadden Arps Slate Meagher & Flom LLP, has inked a roughly $900 million cash deal to buy most of the communication markets business of 3M Co., the companies said on Monday.

  • December 11, 2017

    Elliott Calls Qualcomm's $37.7B NXP Bid 'Opportunistic'

    A subsidiary of NXP Semiconductors NV’s largest shareholder, Elliott Management Corp., on Monday called Qualcomm Inc.’s $37.7 billion buyout bid for the company “low and opportunistic,” telling fellow shareholders in a letter that it believes NXP is worth $135 per share, valuing it at almost $45.8 billion.

  • December 11, 2017

    Private Equity Powered Energy M&A In 2017

    Energy dealmaking in 2017 saw private equity firms continue to shower the oil and gas industry with cash, while a pair of power sector megadeals highlighted the hazy future facing independent power producers. Here are five mergers and acquisitions trends that stood out to energy attorneys this year.

  • December 8, 2017

    The Law Firms Of The 2017 MVPs

    Law360's MVP award goes to attorneys who have distinguished themselves from their peers in litigation, deals and other complex matters. Find the MVPs at your firm here.

  • December 8, 2017

    Law360 MVP Awards Go To Top Attorneys From 78 Firms

    The elite slate of attorneys chosen as Law360’s 2017 MVPs have distinguished themselves from their peers by securing hard-earned successes in high-stakes litigation, complex global matters and record-breaking deals.

  • December 8, 2017

    Mellon Sues Altaba To Boost Share Rate For $1.4B In Notes

    BNY Mellon Trust sued Yahoo Inc. successor Altaba Inc. for a 15 percent rise in shares due under a $1.4 billion notes-to-shares conversion agreement in Delaware’s Chancery Court on Friday, saying Yahoo’s sale to Verizon Inc. in June triggered the increase.

  • December 8, 2017

    Chancery Tosses Suit Over Earnouts In $1.4B Lone Star Deal

    A Delaware Chancery judge ruled Friday that a lawsuit from pipe and brick company HBMA Holdings LLC over earnout payments from its $1.4 billion sale to Lone Star Funds belongs in arbitration, but it was too late for the seller to press claims in court if that process fails.

  • December 8, 2017

    Energy Co. Derides Potential Investor Class Rep As Ignorant

    Oil and gas producer Vanguard Natural Resources LLC and affiliates told a Delaware federal judge on Thursday that the proposed representative for a class of investors in a merger fraud suit is too uninformed about the suit he supposedly brought to spearhead the case.

  • December 8, 2017

    House OKs Bill Loosening Small Firm M&A Disclosure Rules

    The House of Representatives approved a bill increasing the threshold at which small brokers must register with the Securities and Exchange Commission on Thursday, a move that backers said would reduce overly burdensome regulations.

  • December 8, 2017

    Boston Herald Files For Ch. 11 With Planned Sale In Place

    The Boston Herald filed for Chapter 11 on Friday, with its publisher announcing plans to sell the tabloid to newspaper chain GateHouse Media LLC.

  • December 8, 2017

    Vitamin World Cleared For Ch. 11 Auction With $28M Floor

    A Delaware bankruptcy judge gave Vitamin World Inc.’s auction the nod Friday after a last-minute change that brought in a new stalking horse bidder and upped the floor price to $28 million, staving off previous fears the chain would have to liquidate all of its roughly 300 locations.

  • December 8, 2017

    Biotech Denali Therapeutics Tops 3 IPOs Totaling $506M

    Shares of Denali Therapeutics Inc. soared Friday after the company raised $250 million in an upsized initial public offering that amounted to the largest biotechnology IPO of 2017, leading one of three newly public companies that raised $506 million combined.

  • December 8, 2017

    Gilead Snaps Up PE-Backed Biotech In $567M Deal

    Biopharmaceutical firm Gilead Sciences Inc. said Thursday it will acquire private equity-backed biotechnology company Cell Design Labs Inc. for $567 million in a deal that will see Gilead build up its cell therapy capabilities even more.

  • December 8, 2017

    DOJ, AT&T Get March Trial Date For $85B Merger Fight

    U.S. District Judge Richard J. Leon on Thursday set a March 19 bench trial in the government’s challenge of AT&T’s $85.4 billion deal to purchase Time Warner Inc., rejecting AT&T's request for an earlier trial date.

  • December 8, 2017

    Deals Rumor Mill: Bayer, Toshiba, Alexion Pharmaceuticals

    The European Commission is wary of Bayer’s blockbuster buyout of Monsanto, Toshiba and Western Digital have come to terms on a settlement that will end their dispute over the planned 2 trillion yen sale of Toshiba Memory Corp., and Elliott Management is pushing for changes at Alexion Pharmaceuticals.

  • December 8, 2017

    Don't Miss It: Hot Deals & Firms We Followed This Week

    With so much mergers and acquisitions news in the last two weeks, you may have missed several deals announced in recent days helmed by law firms including Sidley Austin LLP and Vinson & Elkins LLP.

  • December 8, 2017

    EU Antitrust Chief Cites Deep Worries About Lufthansa Deal

    The European Union’s chief antitrust enforcer on Friday cited “deep competition concerns” about Deutsche Lufthansa AG’s proposal to buy €210 million ($247 million) in assets from beleaguered rival Air Berlin PLC.

  • December 8, 2017

    Taxation With Representation: Shearman, Sullivan, Wachtell

    In this week’s Taxation With Representation, CVS bought Aetna for $69 billion, UnitedHealth Group Inc. subsidiary Optum acquired Davita for $4.9 billion, Prysmian snapped up General Cable for $3 billion, and Hartford sold its life insurance business for $2.05 billion.

Expert Analysis

  • Roundup

    Judging A Book

    Constance Baker Motley

    Are the latest books on the judicial system worth reading? Federal judges share their thoughts in this series of book reviews.

  • Don't Waste This Planning Cycle: Year-End Strategies

    Hugh A. Simons

    Law firms are businesses where partners operate with significant autonomy. To see their priorities translate into individual partner action, firm leaders should use a few collaborative strategies, suggests Hugh A. Simons, former senior partner of The Boston Consulting Group and former COO of Ropes & Gray LLP.

  • Key Takeaways From The ABA Antitrust Fall Forum

    Jon Jacobs

    At the American Bar Association's annual Antitrust Fall Forum last week, the theme was “predictability,” and we heard from all three branches of government — from keynote addresses by agency enforcers and legislators, to an entertaining panel with federal judges who presided over recent trials, say attorneys with Perkins Coie LLP.

  • From Snaps To Tweets: The Craft Of Social Media Discovery

    Matthew Hamilton

    Courts have consistently held that social media accounts are subject to established discovery principles but are reluctant to allow parties to rummage through private social media accounts. Recent case law confirms that narrowly tailored information requests get the best results, say Matthew Hamilton, Donna Fisher and Jessica Bae of Pepper Hamilton LLP.

  • An Interview With Former DHS Secretary Jeh Johnson

    Randy Maniloff

    Jeh Johnson, the former secretary of homeland security, was kind enough to let me visit him to reflect on his diverse career. He told stories that left me speechless. And yes, the man who was responsible for the Transportation Security Administration removed his shoes when going through airport security. You bet I asked, says Randy Maniloff of White and Williams LLP.

  • A Primer On 'Locked-Box' Deals

    John Pollack

    It is important to appreciate that the “locked-box” approach to M&A purchase price adjustments is becoming more and more accepted in the U.S., and that, all things being equal, there is nothing inherently wrong with it, say John Pollack and Pavel Shaitanoff of Gibson Dunn & Crutcher LLP.

  • Series

    Judging A Book: Gilstrap Reviews 'Alexander Hamilton'

    Judge Rodney Gilstrap

    While Alexander Hamilton is the subject of a hit Broadway musical and renewed biographical examinations, professor Kate Brown takes us down a road less traveled in her book "Alexander Hamilton and the Development of American Law" — showing Hamilton as first, last and foremost an American lawyer, says U.S. District Judge Rodney Gilstrap of the Eastern District of Texas.

  • The Case For Creating A Mediation Department At Your Firm

    Dennis Klein

    There are at least four reasons supporting the need for some form of a mediation group within a law firm, especially in firms with larger practices, according to Dennis Klein, owner of Critical Matter Mediation and former litigation partner at Hughes Hubbard & Reed LLP.

  • New Bipartisan CFIUS Reform Begins To Take Shape

    Mario Mancuso

    The Foreign Investment Risk Review Modernization Act of 2017 introduced last week is intended to strengthen the Committee on Foreign Investment in the United States and address the committee's perceived inadequacies. If enacted, this legislation would reflect the most significant changes to CFIUS in the last decade, say attorneys with Kirkland & Ellis LLP.

  • Being There: Defending Depositions

    Alan Hoffman

    Defending depositions is challenging. The lawyer is the only shield and protector for the witness and the client. The rules of engagement are less than clear, and fraught with ethical perils. Difficult judgment calls often must be made in the heat of battle. This is where lawyers really earn their keep, says Alan Hoffman of Husch Blackwell LLP.