Mergers & Acquisitions

  • March 9, 2018

    Judge Urged To Examine Trump CNN Bias Over AT&T Merger

    Several former U.S. Department of Justice officials sought entry Thursday into the DOJ’s D.C. federal court challenge of AT&T’s Time Warner purchase, arguing there remains “a reasonable basis” to believe President Donald Trump’s enmity against Time Warner-owned CNN pushed the challenge, even after the judge blocked efforts to allege political bias.

  • March 9, 2018

    Health Hires: Aronberg, Bracewell, Miles, Polsinelli, Sidley

    Aronberg Goldgehn Davis & Garmisa, Bracewell LLP, Miles & Stockbridge PC, Polsinelli PC and Sidley Austin LLP are among the firms that have seen their life sciences and health teams grow in the last few weeks.

  • March 9, 2018

    Refinery Seller Sues To Compel Deal Price Arbitration

    The seller of a Wisconsin oil refinery filed suit in Delaware state court seeking an order compelling the buyer to submit to arbitration over issues about post-closing adjustments to the $435 million sale price based on inventory reconciliations.

  • March 9, 2018

    Dana To Merge With GKN’s Driveline Biz In $6.1B Deal

    Dana Inc. on Friday said it has agreed to merge with automotive and aerospace parts company GKN PLC’s driveline unit in a deal with an enterprise value of $6.1 billion that includes $1 billion in pension liabilities amid GKN's takeover fight with investment company Melrose Industries.

  • March 9, 2018

    SEC Says 'Mini-Berkshire Hathaway' Pump-And-Dump Halted

    The U.S. Securities and Exchange Commission said Friday it shut down a classic pump-and-dump scheme by the president of a penny stock company who touted the business as a "mini-Berkshire Hathaway" and allegedly tried to lure in investors by lying about himself and the company.

  • March 9, 2018

    Deals Rumor Mill: Broadcom, Intel, GE

    Broadcom has reportedly been ordered to give the U.S. five days’ notice of plans to relocate stateside, Intel is considering a range of deal options, and General Electric is mulling a sale of its electrical engineering unit.

  • March 9, 2018

    Broadcom Says It Won't Sell Sensitive Qualcomm Assets

    Broadcom took its pledge to support 5G technology in the U.S. to Congress in a letter published Friday, promising not to sell sensitive assets to foreign buyers as it looks to garner support for its hostile $117 billion Qualcomm bid amid scrutiny from the Committee on Foreign Investment in the United States.

  • March 9, 2018

    Merlin Partners Seeks Rice Energy Stock Appraisal In Del.

    Hedge fund Merlin Partners LP asked Delaware’s Chancery Court Thursday to determine how much its stake in Rice Energy Inc. is worth, now that a contentious $6.7 billion merger between Rice and fellow natural gas producer EQT Corp. has wrapped up.

  • March 9, 2018

    Taxation With Representation: Wachtell, Skadden, Baker

    In this week’s Taxation with Representation, Cigna bought Express Scripts for $67 billion, GTCR LLC and Sycamore Partners took CommerceHub private in a $1.1 billion deal and AXA Group acquired XL Group Ltd. for $15.3 billion.

  • March 9, 2018

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

    With so much mergers and acquisitions news this week, you may have missed several deals announced in recent days helmed by firms such as Paul Weiss Rifkind Wharton & Garrison LLP and Davis Polk & Wardwell LLP. Here, Law360 recaps the ones you might have missed.

  • March 8, 2018

    Soon-Shiong Firm Fights $47M Post-Merger Cash Tap Suit

    Allegations that billionaire physician Patrick Soon-Shiong improperly tapped $47 million from biotech firm Precision Biologics Inc. survived a dismissal fight in Chancery Court late Thursday, with Delaware's chancellor cautioning that claims in the case need "pruning."

  • March 8, 2018

    Deals Rumor Mill: Royal Dutch Shell, Heineken, Prudential

    Oil giant Royal Dutch Shell and private equity firm Blackstone have reportedly teamed up to make a joint offer for assets from BHP, China Resources Beer is mulling a deal for the Chinese business of Heineken, and Prudential’s Malaysian unit is in talks to sell a 30 percent stake.

  • March 8, 2018

    Regulators OK $9.5B Oncor Sale, Capping EFH Bankruptcy

    A commission of Texas energy regulators on Thursday approved the $9.5 billion sale of most of power utility Oncor Electric to a California energy company, tying a bow on a central element of bankrupt Energy Future Holdings' recently approved reorganization plan.

  • March 8, 2018

    Blackhawk Left Out Key Info In $3.5B Sale, Investor Says

    A pair of private equity firms should not be allowed to go forward with their $3.5 billion proposal to buy gift card provider Blackhawk Network Holdings because important financial information about the deal was omitted, a shareholder has alleged in California federal court.

  • March 8, 2018

    Ply Gems Hiding Facts On $2.4B Sale, Shareholder Alleges

    An investor in construction product maker Ply Gems Holdings Inc. says in a suit filed Tuesday in Delaware Chancery Court that shareholders are not getting the whole story behind the company’s pending $2.4 billion sale to private equity firm Clayton Dubilier & Rice LLC.

  • March 8, 2018

    Energy Consultant Fights Arbitration Ban On $775M BP Sale

    International Energy Ventures Management LLC told a Texas federal court Wednesday that an arbitrator improperly tackled issues better left to the courts in finding the oil and gas consultancy waived its right to arbitrate a dispute involving a $775 million BP PLC asset sale.

  • March 8, 2018

    BioCryst Shareholders Sue Over Idera Merger Plan

    BioCryst Pharmaceuticals Inc. and its board of directors have undervalued the biotechnology company by agreeing to a “merger of equals” with Idera Pharmaceuticals Inc., a shareholder says in a proposed class action filed this week in Delaware federal court.

  • March 8, 2018

    Buchanan Ingersoll Adds 4 Ex-Barnett Bolt Attys In Tampa

    Buchanan Ingersoll & Rooney PC has hired four attorneys from Barnett Bolt Kirkwood Long & Koche PA for its Tampa, Florida, office as the law firm broadens its practice areas in the state and the nation.

  • March 8, 2018

    Brazilian Investor Snags US Restaurant Group For $100M

    An affiliate of a private equity fund controlled by Brazil’s GP Investments Ltd. said Thursday it will take over U.S. restaurant chain company Bravo Brio Restaurant Group Inc. in a $100 million deal.

  • March 8, 2018

    Cigna Inks $67B Deal For Express Scripts

    Cigna on Thursday revealed a $67 billion, including debt, acquisition of pharmacy benefit management services company Express Scripts, marking the latest tie-up in the health care space as the industry looks to reshape itself.

Expert Analysis

  • CFIUS Scrutiny Of Foreign Acquisitions Intensifies

    John Barker

    The environment for foreign investment in the United States is shifting. Most recently, the Chinese acquisition of MoneyGram was derailed after the Committee on Foreign Investment in the United States rejected proposals offered to try to mitigate national security concerns. At the same time, U.S. legislation to enhance CFIUS controls seems to be gaining momentum, say attorneys with Arnold & Porter.

  • Tips For Drafting Contractual Nonreliance Clauses

    Amy Park

    Contractual nonreliance provisions, sometimes called “big boy” letters, have received their fair share of attention, but little attention has been paid to the effect forum selection and choice-of-law issues have on such provisions. The choice of where to litigate and which law will govern can significantly impact, if not conclusively determine, the outcome of a dispute, say Amy Park and Niels Melius of Skadden Arps Slate Meagher & Flom LLP.

  • Series

    Judging A Book: Duncan Reviews 'Justice And Empathy'

    Judge Allyson Duncan

    In "Justice and Empathy: Toward a Constitutional Ideal," the late Yale Law School professor Robert Burt makes a compelling case for the undeniable role of the courts in protecting the vulnerable and oppressed​. But the question of how the judiciary might conform to Burt’s expectations raises practical problems​, says U.S. Circuit Judge Allyson Duncan of the Fourth Circuit. ​

  • The Art Of The Litigation Funding Deal

    Julia Gewolb

    As litigation funding becomes more widespread, greater complexity and variability in funding deals are to be expected. All claimants should consider certain key questions on the economics of single-case funding when considering or comparing funding terms, says Julia Gewolb of Bentham IMF.

  • 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.