Mergers & Acquisitions

  • 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.

  • December 7, 2017

    Nextera Seeks Hold On $275M For EFH Ch. 11 Sale Fee Appeal

    NextEra Energy Inc. urged a Delaware bankruptcy court to set aside $275 million of Energy Future Holdings Corp.'s cash late Wednesday during an appeal from a judge’s flip-flop on rights to an equal-size termination fee award in NextEra’s scuttled EFH purchase.

  • December 7, 2017

    Catholic-Dignity Merger To Forge Nonprofit Health Giant

    Catholic Health Initiatives and Dignity Health announced Thursday that they will merge to create the largest nonprofit health care system in the nation, operating facilities in 28 states.

  • December 7, 2017

    Outcome Cloudy On Int'l Interest Deductions In Tax Bill

    As tax writers work to align the tax reform bills passed in both houses of Congress, tax specialists predicted the Senate version’s international tax provisions would prevail over those in the House bill in most instances, but suggested the final version of the limit on interest deductions from international group members was harder to predict.

  • December 7, 2017

    Irell Partner To Star As CEO Of Legendary Entertainment

    Irell & Manella LLP announced Wednesday that a transactions partner will become the CEO of one of the firm’s clients, movie studio Legendary Entertainment LLC, the California production company behind international blockbusters “The Dark Knight,” “Jurassic World” and “Man of Steel.”

  • December 7, 2017

    Deals Rumor Mill: Old Mutual, Fosun, Johnson & Johnson

    The U.K. wealth business of Old Mutual could be worth about £2.5 billion ($3.35 billion) in an IPO planned for 2018, Fosun is in talks concerning a flotation of its tourism business that could raise $500 million or more, and Johnson & Johnson is mulling a sale of anti-dandruff shampoo Nizoral.

  • December 7, 2017

    Sinclair-Tribune Merger Could Boost Minority Biz, FCC Hears

    Conservative political commentator Armstrong Williams told the Federal Communications Commissions in an ex parte filing that Sinclair Broadcast Group Inc.’s proposed acquisition of Tribune Media Co. would allow minority-owned businesses to gain licensed stations and market share.

  • December 7, 2017

    FTC Wants More Info From Northrop Over $9.2B Orbital Deal

    Northrop Grumman Corp. on Wednesday said the Federal Trade Commission hit it with a second request for information related to its all-cash bid to buy defense technology services company Orbital ATK Inc. for $7.8 billion in cash and $1.4 billion in debt.

Expert Analysis

  • 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.

  • Opinion

    The Legal Fallout For Harvey Weinstein’s Hired Hands

    Nicole Kardell

    There is a difference between a lawyer or investigator seeking evidence to defend against allegations and correct misrepresentations, and, on the other hand, using duplicitous means to gather information and intimidate alleged victims and journalists. Client advocacy does not mean winning at all costs, says Nicole Kardell of Ifrah Law PLLC.

  • Jury Persuasion In An 'Alt-Fact' World

    Shelley Spiecker

    Today's climate of “alternative facts” has jurors making decisions based on beliefs, emotions and social affiliations that often go unacknowledged or underappreciated. To present their case in the most persuasive manner possible, litigators should consider adapting to their audience when it comes to four psychological factors, say consultants with Persuasion Strategies, a service of Holland & Hart LLP.

  • Applying The Investors' Playbook To Legal Career Planning

    Howard Cohl

    Nothing has been more instrumental in my role as a legal recruiter than what I learned from a variety of hedge fund managers, venture capitalists and investment bankers — how to analyze a deal and make a decision quickly. It boils down to the traditional SWOT analysis, says Howard Cohl, director in Major Lindsey & Africa’s emerging markets group.

  • How IT And Procurement Pros Can Inform Law Firm Budgeting

    Steve Falkin

    As law firms begin preparing for their annual budget review, Steve Falkin and Lee Garbowitz of HBR Consulting discuss why firm leaders should give their internal information technology and procurement teams a seat at the table.

  • Bracing For A Life Sciences Enforcement Zeitgeist: Part 2

     Gary Giampetruzzi

    Over the past two decades, life science companies in particular have faced a virtual onslaught of U.S. government enforcement. Recent developments and enforcement actions against major German companies should motivate German multinationals to follow compliance measures, say Gary Giampetruzzi and Sandra Gonzalez of Paul Hastings LLP in the final part of this article.

  • Getting Real About Artificial Intelligence At Law Firms

    Mark Williamson

    Artificial intelligence needs to be legally defensible in order to be useful to law firms. There are requirements for making this happen, says Mark Williamson, co-founder and chief technology officer of Hanzo Archives Ltd.

  • Bracing For A Life Sciences Enforcement Zeitgeist: Part 1

     Gary Giampetruzzi

    Recent high-profile corruption cases suggest that German companies may once again become central to the global anti-corruption discussion. With no sign that regulators will shift focus away from life sciences companies in the near future, German multinationals in the life sciences sector must prepare for heightened scrutiny, say Gary Giampetruzzi and Sandra Gonzalez of Paul Hastings LLP.

  • Proportionality, Not Perfection, Is What Matters

    John Rosenthal

    A few jurists and commentators have recently caused a stir in the e-discovery community by arguing that litigants should avoid using keyword searches to filter or cull a document population before using predictive coding. This “no-cull” rationale undermines the principle of proportionality at the heart of the recent changes to Federal Rule 26, say John Rosenthal and Jason Moore of Winston & Strawn LLP.