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Mergers & Acquisitions

  • June 18, 2018

    Oil Co. Loses Bid To Recoup $17.7M Tax Refund For Bad Debt

    A Texas federal judge handed the Internal Revenue Service a quick win Monday in a suit brought by oil field services company Baker Hughes Inc. seeking to recover $17.65 million in taxes it claims should have been allowed as a deduction for a bad debt made before it acquired BJ Services Co. in 2009.

  • June 18, 2018

    Rockport DIP Financing Is Approved, But Allocation Is Punted

    The post-petition financing package for bankrupt shoemaker The Rockport Co. LLC received final approval Monday from a Delaware judge, but she punted on the part of the package that determined how the company’s secured debt would be allocated to various debtor entities.

  • June 18, 2018

    FTC Wraps Trial Warning Marine Cos. Set For Monopoly

    The Federal Trade Commission urged a D.C. federal judge Monday to block the world’s largest marine chemical supplier from buying its closest rival for $400 million, saying during closing arguments that no one else is either capable of filling the competitive gap the deal would create or interested in doing so.

  • June 18, 2018

    Proskauer Called ‘Conflicted’ In Sale Leaving $15M Tax Bill

    Proskauer Rose LLP was “hopelessly conflicted” when it advised a holding company in a sale to The Diversified Group Inc. nearly two decades ago that left trustees with a $15 million tax bill, the company said in a recent suit filed in New Jersey.

  • June 18, 2018

    Horizon Cancels €169M Towbar Co. Buy Amid Antitrust Woes

    Tow truck and trailer equipment maker Horizon Global Corp. has dropped its planned €169 million ($198.9 million) purchase of the Brink Group after competition authorities in the United Kingdom and Germany raised concerns over the remaining towbar suppliers in the market if the deal went through.

  • June 18, 2018

    CDK Slams Attempted Info Grab In Car Dealer Data MDL

    Software provider CDK Global LLC urged an Illinois federal judge on Monday to reject what it called overbroad discovery demands from plaintiffs in consolidated multidistrict litigation alleging CDK monopolized access to car sales and service data in software licensed to auto dealerships, saying documents related to a recently scuttled acquisition are irrelevant.

  • June 18, 2018

    Fujifilm Sues Xerox For Killing $6.1B Merger

    Fujifilm hit Xerox with a complaint in New York federal court Monday over the termination of their $6.1 billion combination, alleging that two shareholder activists pressured Xerox into walking away from the deal and seeking more than $1 billion in damages.

  • June 18, 2018

    Baker Botts Attracts Capital Markets Partner In Houston

    Baker Botts LLP has added a former Kirkland & Ellis LLP attorney as a capital markets partner with a focus on debt and equity capital markets transactions, corporate governance and compliance in Houston, the firm announced Monday.

  • June 18, 2018

    3 Firms Guide $1.4B Sale Of Rent-A-Center To PE Firm

    Vintage Capital Management LLC will pay $1.365 billion to acquire Rent-A-Center, the companies said in a statement Monday, with Wilson Sonsini Goodrich & Rosati PC guiding the private equity firm and Winston & Strawn LLP and Sullivan & Cromwell LLP respectively guiding the rent-to-own retailer and its board.

  • June 18, 2018

    In Their Own Words: Minority Partners On Reaching The Top

    Despite decades of industrywide initiatives, movement up the ladder has stagnated for minority lawyers. Here, five industry success stories tell Law360 about the paths they took and what needs to change in BigLaw.

  • June 18, 2018

    LaSalle Board Of Directors Backs Blackstone's $4.8B Bid

    Maryland-based real estate investment trust LaSalle Hotel Properties said Monday its board of trustees has determined that Pebblebrook Hotel Trust's $4.17 billion offer to acquire the company does not amount to a "superior proposal" under the terms of its $4.8 billion merger agreement with private equity firm Blackstone Group LP that includes debt.

  • June 18, 2018

    Baytex Pays $2.1B For Western Canadian Shale Producer

    Canadian oil producer Baytex Energy Corp. on Monday said it's agreed to buy driller Raging River Exploration Inc. in a CA$2.8 billion ($2.1 billion) all-stock deal that will enlarge Baytex's development footprint in oil-rich shale regions of Alberta and Saskatchewan.

  • June 18, 2018

    $340M Ch. 11 Sale Of Nine West, Bandolino Brands Approved

    Nine West Holdings Inc. received bankruptcy court approval on Monday to sell its namesake women’s fashion business as well as its Bandolino brand to Authentic Brands Group for $340 million in cash, a sum nearly 75 percent higher than the purchaser’s stalking horse bid.

  • June 18, 2018

    Deals Rumor Mill: GameStop, Kraft Heinz, Forest City Realty

    Video game retailer GameStop could be sold to a private equity firm, Kraft Heinz is mulling a sale of a powdered milk energy drink brand in India called Complan and Forest City Realty is once again in talks to be taken over by Brookfield Asset Management.

  • June 18, 2018

    UK Antitrust Watchdog Eyes Ion's £1.5B Fidessa Buyout Bid

    The U.K.'s competition watchdog said Monday it is investigating Ion Capital UK Ltd.’s proposed, £1.5 billion deal to buy rival British trading software company Fidessa Group PLC.

  • June 18, 2018

    CITIC Eyes $3.65B Takeover Of US-Listed China Biologic

    An affiliate of Chinese investment firm Citic Capital offered to buy out U.S.-listed China Biologic in a deal that values the plasma-based biopharmaceutical player at $3.65 billion, after building up a stake in the company, according to a Monday filing with the U.S. Securities and Exchange Commission.

  • June 18, 2018

    DLA Piper Guides WP Carey In $6B REIT Merger

    Commercial-focused net lease real estate investment trust W. P. Carey, led by DLA Piper, unveiled plans Monday to simplify its structure and bolster its portfolio by buying Corporate Property Associates, a REIT it advises, in an all-stock deal worth roughly $6 billion.

  • June 18, 2018

    Virgin Money Accepts £1.7B CYGB Offer Amid FCA Probe

    Banking and insurance group Virgin Money Holdings PLC said Monday it has accepted a £1.7 billion ($2.25 billion) takeover offer by rival banking group CYBG PLC, despite ongoing scrutiny from the Financial Conduct Authority over a sharp spike in its share price ahead of the announcement of its bid.

  • June 15, 2018

    Minority Lawyers On Why They Left BigLaw

    Despite the proliferation of diversity committees and inclusion initiatives, corporate law firms remain overwhelmingly white and male, especially at leadership levels. Here, minority attorneys discuss their reasons for leaving a large firm.

  • June 15, 2018

    Taking On The ‘Petri Dish’ Of BigLaw Bias

    The often-informal processes for deciding matters like compensation at law firms can create, as one expert put it, a “petri dish” for the effects of unconscious bias. Here’s how some firms are looking to shake up the system.

Expert Analysis

  • How Not To Bungle Off-Cycle Engagements With Stockholders

    Ethan Klingsberg

    Many companies are now turning from annual meetings to off-cycle engagements with their institutional investors, but the risks are significant. On that account, we have compiled some guidelines and tips based on direct feedback from a spectrum of investors over the past six months, say Ethan Klingsberg and Elizabeth Bieber of Cleary Gottlieb Steen & Hamilton LLP.

  • Breaking Down The SEC's New Proxy Interpretations

    Laura Richman

    Last week, the U.S. Securities and Exchange Commission issued compliance and disclosure interpretations on a broad range of proxy topics. Here, attorneys with Mayer Brown LLP review the substantive and technical changes from earlier guidance and offer some practical considerations.

  • Opinion

    Why Won't Judicial Nominees Affirm Brown V. Board Of Ed?

    Franita Tolson

    On May 17, 1954, the U.S. Supreme Court decided Brown v. Board of Education, recognizing a moral and legal truth that should be beyond question in American society. The refusal by some of President Donald Trump's judicial nominees to say whether they believe the case was decided correctly is indicative of the narrow-minded elitism they would bring to the bench, says professor Franita Tolson of the University of Southern California's Gould School of Law.

  • The Lawyers' Guide To Cloud Computing

    Daniel Garrie

    In deciding whether cloud computing is right for the organization or firm, an attorney must consider cloud computing’s significant impact on the electronic discovery process, say Daniel Garrie, managing partner at Law & Forensics LLC, and David Cass, chief information security officer at IBM Cloud.

  • Think Before You Discard Your Bank Holding Company

    Craig Landrum

    There has been much discussion on the continued viability of the bank holding company model, but elimination of the holding company will deny the organization needed flexibility in matters of corporate governance and cash and capital management, says Craig Landrum of Jones Walker LLP.

  • Opinion

    Recovering Lawyers' Lost Position Of Independence

    Samuel Samaro

    In these politically divisive times, many ask whether our institutions and traditions can help us return to a greater consensus. In days long past, the legal profession could have been counted on to serve just such a function. But lawyers are now just as polarized as everyone else, says Samuel Samaro of Pashman Stein Walder Hayden PC.

  • Defining 'Knowledge' In A Purchase Agreement

    Kyle Gann

    A knowledge qualification is applied to representations and warranties of an M&A agreement in order to limit their scope. But understanding the precise nature of the risk allocation in a knowledge-qualified representation also requires understanding what it means for a party to have “knowledge,” say attorneys with Winston & Strawn LLP.

  • 8 Reasons To Take A Fresh Look At Your Law Office Lease

    Tiffany Winne

    After moving into a new law office, tenants often file their signed leases away, figuring that the terms are set for a few years at least. However, leases can be very flexible instruments, and should be reviewed annually even if nothing seems amiss, says Tiffany Winne of Savills Studley Inc.

  • A General Counsel's Tips For Succeeding As A New Associate

    Jason Idilbi

    Based on his experience as a BigLaw associate for six years and now as general counsel for a tech startup, Jason Idilbi of Passport Labs offers some best practices for newer associates — whether they are serving external clients or senior attorneys within their firms.

  • Smarter, Faster, Stronger: A New Suite Of VC Model Docs

    Samuel Waxman

    For the first time in four years, the National Venture Capital Association recently updated its model legal documents. The latest drafts not only reflect the necessity for quick transactions and bespoke solutions to unique problems facing venture capital investors, but they anticipate needs that will arise in this ever-evolving industry, say attorneys with Paul Hastings LLP.