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Mergers & Acquisitions

  • October 3, 2018

    Del. High Court Won't Decide Chancery Doc Appeal After All

    The Delaware Supreme Court withdrew its acceptance of a litigation appeal earlier this week, saying the appellant’s basis for challenging a lower court’s denial of a change to a document confidentiality order was no longer valid even after the justices heard arguments on the appeal last week.

  • October 3, 2018

    Cigna Names GC To Guide Co. Post-Express Scripts Merger

    Cigna Corp. has named Nicole S. Jones general counsel of the combined company created by its $67 billion purchase of pharmacy benefits manager Express Scripts Inc., the same position she previously held with the health insurer.

  • October 3, 2018

    ActiveCare Ch. 11 Sale OK'd With Liability Concerns Resolved

    A bankruptcy judge has signed off on the Chapter 11 sale of diabetes patient monitoring company ActiveCare Inc. to stalking horse bidder Telcare Inc. for $3.75 million after details related to potential cure claims were resolved.

  • October 3, 2018

    Dell Still Exploring IPO Despite VMware Stock Swap Plan

    Dell Technologies Inc. is still exploring the potential of going public, saying Wednesday that it has discussed the possibility of an initial public offering with several investment banks, in the event that a deal involving tracking stock tied to subsidiary VMware is ultimately unsuccessful.

  • October 3, 2018

    McCormick, Zurn Confirmed To Complete Chancery Expansion

    With a nod to the state's thorough judicial candidate screeners, Delaware's Senate swiftly confirmed two vice chancellor additions to the state's Court of Chancery on Wednesday, boosting the increasingly busy court's membership to seven.

  • October 3, 2018

    Investor's 'Gut Feeling' Can't Sustain Suit, Kate Spade Says

    Luxury handbag and accessory maker Kate Spade & Co. told a Delaware Chancery Court judge Wednesday that a shareholder's demand for production of the company’s records could not be granted because the investor wasn't directly involved in the prosecution of the suit beyond his instinctual suspicion that a $2.4 billion merger with Coach Inc. wasn't fair.

  • October 3, 2018

    M&G Gets $2M As Funds In Delaware Ch. 11 Run Out

    A Delaware bankruptcy judge on Wednesday authorized plastics maker M&G USA Corp.'s use of $2 million in debtor-in-possession funds to cover operations and administrative costs in its Chapter 11 as a temporary solution since financing has run out.

  • October 3, 2018

    Levi & Korsinsky Trying To 'Derail' Merger Offer Suit: Investors

    Attorneys at Levi & Korsinsky LLP are trying to “derail” a consolidated securities suit alleging Patriot National Inc. and two former executives did not properly consider a $475 million takeover offer, a group of investors told the Judicial Panel on Multidistrict Litigation on Tuesday.

  • October 3, 2018

    Deals Rumor Mill: Marathon Oil, Peabody Energy, Atai

    Marathon Oil Corp. is selling its British North Sea oil and gas fields, Peabody Energy held talks to buy Drummond International, and Atai Life Sciences AG nabbed $25 million in funding and is mulling a 2019 initial public offering.

  • October 3, 2018

    Reed Smith M&A Atty Joins Exodus To Holland & Knight

    In Holland & Knight LLP's latest acquisition from Reed Smith, an attorney with decades of experience in mergers is joining the firm's Philadelphia and New York offices as senior M&A counsel, it announced.

  • October 2, 2018

    Authentix Investors' Appraisal Rights Nixed In Chancery

    A Delaware Chancery Court judge determined Monday that shareholders in trade security firm Authentix Inc. had waived their rights to an appraisal of their holdings in the company through a stockholders' agreement signed by the investors.

  • October 2, 2018

    Mexican Cement Co. Says Colo. Court Can't OK $36M Award

    A Mexican cement company has told a Colorado federal court that it lacks the jurisdiction to confirm a $36.1 million arbitral award against the company, arguing that the Bolivian investment firm seeking confirmation has not shown the case has any connection to the U.S. and that it therefore should be heard in Mexico.

  • October 2, 2018

    Deals Rumor Mill: Exxon, Cinven, Mattress Firm

    Exxon Mobil Corp. is considering selling off a trove of assets in the Gulf of Mexico, Cinven wants its seventh buyout fund to rake in a record number of proceeds, and the country’s largest mattress retailer could file for bankruptcy as soon as this week.

  • October 2, 2018

    Open Road Gets More Time To Nail Down Stalking Horse Bid

    Bankrupt film distribution company Open Road Films LLC got permission from a Delaware judge Tuesday to wait another week before submitting auction bidding procedures so it could continue to accept offers from potential stalking horse bidders.

  • October 2, 2018

    Stakeholder Cries Foul Over $270M Sale Of Colo. Wind Farm

    A limited liability company filed a lawsuit in Delaware Chancery Court challenging the $270 million sale of a company that owned a wind farm in Colorado, claiming it was denied its right to vote on the transaction after refusing to sell its minority interest in the venture.

  • October 2, 2018

    Investors Seek To Stop Staples’ $1B Purchase Of Essendant

    Investors in Essendant asked a Delaware federal court Tuesday to halt its $996 million merger with Staples, arguing there is key information missing from disclosures connected to the deal.

  • October 2, 2018

    In-House Review Is Root Of Sinclair-Tribune Woes: O’Rielly

    Commissioner Michael O’Rielly on Tuesday dished heavy criticism upon the Federal Communications Commission’s in-house review process for mergers, which he said is plagued by loopholes that allow proceedings like Sinclair-Tribune to languish and too often cause merging parties to abandon their deals.

  • October 2, 2018

    Chancery Keeps Alive Class Suit Over $110M Energy Co. Sale

    A putative class challenge to the $110 million sale of U.S. Geothermal Inc. survived dismissal arguments Tuesday, with a Delaware vice chancellor describing the case as “very different” from merger litigation routinely dismissed under the court’s mainstay deal review standards.

  • October 2, 2018

    FTC Clears $2.8 Billion Casino Merger

    The Federal Trade Commission has agreed to greenlight a multibillion-dollar merger between casino operators Penn National Gaming Inc. and Pinnacle Entertainment Inc. contingent on their divestiture of casino properties near St. Louis; Kansas City, Missouri; and Cincinnati.

  • October 2, 2018

    Verity Health Gets $235M Stalking Horse Bid On 2 Hospitals

    Nonprofit hospital chain Verity Health System of California Inc. asked a California bankruptcy court on Monday to approve a $235 million stalking horse bid from Santa Clara County for two of its six hospitals.

Expert Analysis

  • Series

    Judging A Book: Lipez Reviews 'Last Great Colonial Lawyer'

    Judge Kermit Lipez

    In his new book, "The Last Great Colonial Lawyer: The Life and Legacy of Jeremiah Gridley," Charles McKirdy argues that Gridley — someone I had never heard of — was the last great colonial lawyer, and that his cases illuminate his times. The author largely substantiates both claims, says First Circuit Judge Kermit Lipez.

  • How FIRRMA Will Change National Security Reviews: Part 2

    Jeff Bialos

    The newly enacted Foreign Investment Risk Review Modernization Act significantly expands the authority of the U.S. government to review and restrict foreign investments on national security grounds. But FIRRMA also has provisions that may exempt some transactions from review, and accelerate review of others, say Jeffrey Bialos and Mark Herlach of Eversheds Sutherland LLP.

  • Long-Awaited Bonus Depreciation Insight For Partnerships

    Junaid Chida

    Earlier this month, the IRS finally released proposed regulations under the bonus depreciation provisions of the Tax Cuts and Jobs Act. The guidance provides long-awaited clarification on the availability of 100 percent bonus depreciation to partnership basis adjustments, say attorneys at O'Melveny & Myers LLP.

  • How FIRRMA Will Change National Security Reviews: Part 1

    Jeffrey Bialos

    The Foreign Investment Risk Review Modernization Act empowers the U.S. government to review a far broader group of transactions than ever before to determine if they threaten national security. FIRRMA's expansive new coverage includes oversight of real estate investments and transfers of "emerging and foundational technologies," say Jeffrey Bialos and Mark Herlach of Eversheds Sutherland LLP.

  • A Teachable Moment On Adequate Disclosures

    Marc Casarino

    Full and accurate disclosure of information by a corporation to its stockholders is a basic component of obtaining consent to mergers and other fundamental transactions. But the Delaware Supreme Court's decision in Morrison v. Berry is a stark reminder that implementing adequate disclosures is easier said than done, say Marc Casarino and Lori Smith of White and Williams LLP.

  • An Update, Not A Transformation, Of CFIUS Review Process

    Scott Flicker

    The Foreign Investment Risk Review Modernization Act, a reform of the review process overseen by the Committee on Foreign Investment in the United States, has just been signed into law. But to a great extent, it merely codifies CFIUS’ current practice of expansively interpreting its jurisdiction, stretching review timelines and taking a broad view of national security, say attorneys with Paul Hastings LLP.

  • Interview Essentials For Attorneys On The Move

    Eileen Decker

    Across the country this fall, recent law school graduates, law firm associates and experienced professionals will interview for positions in private practice and government service. Sharing tips on how to stand out in this high-pressure, hypercompetitive process are Eileen Decker, former U.S. attorney for the Central District of California, and Keith Jacoby, co-chairman of Littler Mendelson PC’s class action practice group.

  • Companies Could Face Pressure Over Board Composition

    Arthur Kohn

    Companies should expect that the New York City Comptroller's Office, State Street Global Advisors and others will continue to seek dialogue, engagement and disclosure on diversity and other important social issues. Based on 2018 proxy season results, investors' votes may increasingly become a referendum on social concerns, say attorneys with Cleary Gottlieb Steen & Hamilton LLP.

  • Roundup

    Clerking For Ginsburg

    Clerking For Ginsburg

    Justice Ruth Bader Ginsburg joined the U.S. Supreme Court 25 years ago and is not planning to retire anytime soon — she has hired clerks through 2020. What's it like to assist Justice Ginsburg? In this series, former clerks reflect on the experience.

  • Series

    Clerking For Ginsburg: 3 Surprises

    David Post

    It had never occurred to me that judges don’t always love the way their appellate cousins review their work and tell them — in public — all the things they got wrong. I was frequently struck by Justice Ruth Bader Ginsburg’s acute awareness of the delicacy of this relationship, says attorney David Post.