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Mergers & Acquisitions

  • May 9, 2018

    Deals Rumor Mill: Fox, Blackstone, Asmodee

    The CEO of 21st Century Fox won't be moving to Disney, Blackstone wants to raise roughly $4.5 billion with its third fund, and board game maker Asmodee is considering a sale.

  • May 9, 2018

    Enbridge Sells Natural Gas Biz To ArcLight Unit For $1.12B

    Energy infrastructure company Enbridge Inc. on Wednesday said its indirect subsidiary agreed to sell a natural gas business to an affiliate of Boston-based private equity firm ArcLight Capital Partners for $1.12 billion in a cash deal steered by Norton Rose Fulbright and Gibson Dunn & Crutcher LLP, respectively.

  • May 9, 2018

    CEO Asks 1st Circ. To Nix $3M 'Little Red Hen' Payout

    The former CEO of a behavioral health company on Wednesday asked the First Circuit to reverse an “unprecedented” $3 million award to a class of shareholders by a federal judge citing an old folk tale, even after a jury had found the shareholders were not harmed.

  • May 9, 2018

    4 Things Real Estate Lawyers Must Know About REIT Deals

    The real estate community has been abuzz about a potential wave of REIT mergers and acquisitions, and lawyers say keeping a few key points in mind can go a long way toward achieving successful transactions. Here, Law360 looks at four things lawyers need to know as they help their clients navigate REIT deals.

  • May 9, 2018

    Gibson Dunn Guides $1B Glassdoor Sale To Japanese HR Co.

    Japanese job-focused firm Recruit Holdings Co. Ltd. has agreed to buy California-based online job and recruiting platform Glassdoor Inc. in a $1.2 billion deal, with Gibson Dunn & Crutcher LLP leading the seller.

  • May 9, 2018

    3 Firms Guide Walmart's $16B Deal To Control Flipkart

    Walmart revealed Wednesday that it will take a majority stake in India’s Flipkart for $16 billion, guided by Hogan Lovells, Gibson Dunn & Crutcher LLP and Shardul Amarchand Mangaldas & Co., as the big-box store looks to tap into India’s growing retail market with a top position in the e-commerce platform.

  • May 9, 2018

    Vodafone Inks €18B Deal For European Slice Of Liberty Global

    U.K.-based Vodafone said Wednesday that it will buy a portion of Liberty Global’s European business in an €18.4 billion ($21.9 billion) deal, including debt, as it looks to become the top next-generation network owner in the region.

  • May 8, 2018

    Some Soon-Shiong Claims Kept Alive In $47M Cash Tap Suit

    Delaware's Chancellor issued a formal opinion Tuesday backing up his signal in March that the Chancery Court would keep alive some investor claims that Patrick Soon-Shiong improperly tapped $47 million from Precision Biologics Inc. after acquiring a controlling stake in 2015.

  • May 8, 2018

    Bankrupt Westinghouse Seeks OK To Pay Worker Bonuses

    Westinghouse Electric Co. LLC asked a New York bankruptcy court Monday to let the nuclear power company provide several hundred employees with bonus payments totaling up to $19.6 million if it reaches certain performance milestones, adding that the incentives would help boost its performance.

  • May 8, 2018

    Latham Corporate Leader Joins King & Spalding In Chicago

    The former head of Latham & Watkins LLP’s Chicago-based corporate department has jumped to King & Spalding LLP, becoming the firm’s sixth partner at its new Chicago outpost.

  • May 8, 2018

    DOJ To Judge: Block AT&T-Time Warner Deal Or Carve Out Fix

    The U.S. Department of Justice urged a D.C. federal judge in a court filing Tuesday to either block AT&T’s planned purchase of Time Warner outright, or require the companies to sell Turner Broadcasting or DirecTV before moving ahead with the deal.

  • May 8, 2018

    FCC's Mignon Clyburn Talks Retirement And Leaving A Legacy

    Federal Communications Commissioner Mignon Clyburn will be retiring from the agency in coming days after nearly a decade of public service with the commission. During her tenure, the Obama appointee became the first woman to chair the agency and established herself as a fierce advocate of net neutrality policies and government programs that help the underprivileged get and stay connected.

  • May 8, 2018

    Deals Rumor Mill: Walmart, Comcast, Bunge

    Uber's and Lyft's online grocery delivery deals with Walmart are over, Comcast is getting ready to make an all-cash offer for the 21st Century Fox assets that are currently set to be sold to Disney, and Bunge tapped banks to help it list its Brazilian sugarcane mills.

  • May 8, 2018

    Del. Court Rebuffs Insurers' Challenge To Verizon Judgment

    A Delaware state court judge on Monday granted final judgment to Verizon and GTE in their suit seeking coverage for the $48 million they spent defending themselves against a $14 billion shareholder suit, saying the time for the insurers to object to the claimed defense costs is past.

  • May 8, 2018

    Weinstein Co. Ch. 11 Sale Gets Nod, Nets $260M In Cash

    The Weinstein Co., battered by a tidal wave of sexual assault and harassment allegations against its co-founder Harvey Weinstein, secured a Delaware bankruptcy judge’s approval Tuesday to sell most of its assets to an affiliate of private equity firm Lantern Capital for a diminished $260 million in cash.

  • May 8, 2018

    FTC Seeks More Info On Churchill Downs' $51M Casino Deal

    The Federal Trade Commission has sought additional information on Churchill Downs Inc.’s planned $50.6 million purchase of a Mississippi casino from Eldorado Resorts Inc., which must go through before the companies can go forward with a $178.9 million Pennsylvania casino deal, they disclosed Monday.

  • May 8, 2018

    Jay-Z Has Date With SEC To Discuss Rocawear Sale Fallout

    Manhattan U.S. District Judge Paul G. Gardephe ordered Jay-Z on Tuesday to give testimony to the U.S. Securities and Exchange Commission in its probe of Iconix Brand Group Inc., a troubled fashion brand company that bought assets from the rapper's Rocawear clothing line for $204 million in 2007.

  • May 8, 2018

    Infinity Investors Challenge $1.3B Acquisition By Kemper

    A proposed class of investors on Monday hit auto insurer Infinity Property and Casualty Corp. and its board of directors in Ohio federal court with a suit accusing them of omitting financial projections from a U.S. Securities and Exchange Commission filing relating to a proposed merger with Chicago-based Kemper Corp.

  • May 8, 2018

    Cleary Guides Semiconductor Merger Valued At $796M

    California-headquartered semiconductor test and inspection company Cohu Inc. said on Monday that it has agreed to a merger agreement where it will acquire Massachusetts-based competitor Xcerra Corp. in a deal that represents a $796 million in equity value and was guided by Cleary Gottlieb Steen & Hamilton LLP.

  • May 8, 2018

    Takeda Inks £46B Shire Takeover After Multiple Offers

    Takeda won over Dublin-based Shire with a cash and stock deal worth roughly £46 billion ($62.1 billion) on Tuesday, after the Japanese pharmaceutical giant lobbed a series of takeover offers at the rare disease-focused drugmaker last month.

Expert Analysis

  • Examining The Enforceability Of Physician Noncompetes

    Mark Wiletsky

    Depending on the circumstances, physician noncompetes can be enforceable, but with its recent decision in Crocker v. Greater Colorado Anesthesia, the Colorado Court of Appeals added a new wrinkle when dealing with these types of agreements, says Mark Wiletsky of Holland & Hart LLP.

  • The Impact Of Tax Reform On Leveraged Lending Transactions

    Frederick Fisher

    Attorneys from Mayer Brown International LLP discuss the impact of the tax overhaul on leveraged lending transactions focusing on Section 956, the limitation on interest deduction and pass-through entities.

  • Opinion

    National Lawyers Need National Licensing For National Courts

    EJ Hurst II

    Just last month, a number of legal groups asked the Northern District of California to strike its rule requiring that, before seeking federal court admission, attorneys first be licensed by the state of California. It is irrational to exclude seasoned federal practitioners from general admission due to state bar approval while allowing raw state lawyers who have never been inside a federal courtroom, says attorney EJ Hurst.

  • How The Export Control Reform Act Would Impact Companies

    Mario Mancuso

    Last month, U.S. House of Representatives Foreign Affairs Committee Chairman Ed Royce, R-Calif., introduced the Export Control Reform Act of 2018, which could have a significant impact on restricting access to U.S. technology, even within the United States. Companies should be aware that the act would increase compliance complexity and heighten enforcement risk, say attorneys with Kirkland & Ellis LLP.

  • Disclosure Schedules: Pariah Of The Purchase Agreement

    Daniel T. Janis

    One of the biggest moments in the life cycle of a company sale is when the purchase agreement gets finalized, with the client’s big cashout in sight. And then comes the big transactional buzzkill — when the deal counsel has to take a deep breath, get the client on the line, and have “the talk” about disclosure schedules, says Daniel Janis of Davis Malm & D'Agostine PC.

  • Choice-Of-Law Takeaways From Dole Insurance Dispute

    Kevin LaCroix

    The insurance coverage litigation arising from the settlement of the shareholder claims filed in connection with Dole Food’s 2013 going-private transaction continues to grind on, and the latest ruling could be helpful for companies seeking to argue that Delaware law should govern the interpretation of their insurance policies, says Kevin LaCroix of RT ProExec.

  • Lawyering A La Carte: Unbundled Dispute Resolution Services

    David Wallace

    There's no reason for limiting unbundled legal services to family law or even pro se litigants. Wider adoption, especially by litigators, presents an opportunity to correct law's distribution and pricing problem, to make justice practically available to all, and to dethrone litigation as the "sport of kings," says New York-based trial lawyer David Wallace.

  • You’re Perfect, Now Change: Perfectionism Hurts Lawyers

    Peter Norman

    Like medical professionals, lawyers often resist policies to reduce errors due to the culture of perfectionism that permeates the industry. Autonomy is key to the legal professional's prestige and the outward demonstration of competence is key to maintaining autonomy, says Peter Norman of Winnieware LLC.

  • Opinion

    Grassley, Feinstein Debate Judicial Vetting, Obstruction

    Sen. Chuck Grassley

    It is undisputed that in his first year in office President Trump was able to confirm a significant number of judges to the federal bench. How it happened — and whether it's a good thing — are debated here by Sen. Chuck Grassley, R-Iowa, and Sen. Dianne Feinstein, D-Calif.

  • Delaware Court Weighs In On Board Deliberation Disclosures

    Brad Davey

    The Delaware Supreme Court's decision in Appel v. Berkman represents the first time the court has reversed the Court of Chancery's dismissal based on stockholder approval of a transaction pursuant to Corwin v. KKR. This decision raises important questions regarding the required disclosure of board deliberations, say Brad Davey and Matthew Belger of Potter Anderson Corroon LLP.