Mergers & Acquisitions

  • November 22, 2017

    FCC To Rethink Broadcast Ownership Cap Next Month

    The Federal Communication Commission on Tuesday announced a plan to review and possibly modify or eliminate regulations that keep in check the percentage of national broadcast audience a company’s television stations can reach, a move critics have ripped as paving the way for unhealthy media consolidation.

  • November 22, 2017

    Judges In Recent Merger Challenges Share Cautionary Tales

    Merger challenges place a good deal of weight on the shoulders of federal judges, but there are some things attorneys can keep in mind that help lighten the judiciary load. Here, Law360 looks at some advice recently given by a pair of D.C. district judges who have presided over some of the biggest merger cases of late, including best practices and things they said attorneys should avoid.

  • November 22, 2017

    Rockwell Turns Away Latest Emerson Electric Takeover Bid

    Rockwell Automation Inc. turned down the most recent acquisition attempt by Emerson Electric Co., saying Wednesday that it would be better served by pursuing its own strategy instead of agreeing to the proposed $28 billion tie-up.

  • November 22, 2017

    Deals Rumor Mill: Bank of Sharjah, Penta Investments, Actis

    Two United Arab Emirates financial institutions could merge to create a single entity boasting about 50.6 billion dirhams, CEFC and Penta Investments are partnering on a bid for Time Warner’s Central European Media Enterprises, and Standard Chartered is nearing a sale of its real estate principal finance business.

  • November 22, 2017

    American Securities Sells SeaStar Solutions In $875M Deal

    Dometic Group has agreed to pay $875 million to buy SeaStar Solutions from American Securities LLC, the companies said Wednesday, adding to the Swedish recreational vehicle company's portfolio a provider of vessel control, fuel systems and system integration to the marine industry.

  • November 22, 2017

    Deal Makers Ready To Shake Off 2017’s Cloud Of Uncertainty

    Companies and financial sponsors are expected to dive back into dealmaking in the coming year as they opt to stomach any lingering uncertainty from global regulatory and political challenges in order to take advantage of favorable economics and tap into growth.

  • November 21, 2017

    3 Key Issues In DOJ's AT&T-Time Warner Merger Complaint

    The U.S. Department of Justice upended conventional wisdom with its lawsuit Monday claiming that the vertical integration of AT&T Inc.'s DirecTV distribution network with Time Warner Inc.'s must-have content would lead to hundreds of millions of dollars worth of price increases and squelch innovative competition in digital video distribution.

  • November 21, 2017

    Akorn Reaches $24M Deal To End Investors' Accounting Suit

    Specialty drugmaker Akorn Inc. has reached a $24 million deal to settle a proposed investor class action alleging that the company’s failure to fix widespread accounting problems and weak internal controls led it to report inflated revenue figures to the market, according to papers filed in Illinois federal court on Monday.

  • November 21, 2017

    Bet-The-Business Merger Trial? O'Melveny Gets Tapped Again

    As the government tries to block AT&T from buying Time Warner in what could be the first merger trial under the new administration, the telecom giant has put its hopes for a digital content future in the hands of a firm that's been no stranger to courtroom faceoffs in the last decade. Here, Law360 looks at the biggest challenges O'Melveny & Myers LLP has defended in recent years.

  • November 21, 2017

    Sporting Goods Co. Gets Nod On Breakup Fee In Ch. 11 Sale

    A Delaware bankruptcy judge approved a $150,000 expense reimbursement Tuesday should bankrupt Maurice Sporting Goods Inc.’s Chapter 11 stalking horse sale stumble, despite acknowledging concerns about insufficient legal backing and problematic features.

  • November 21, 2017

    Deals Rumor Mill: AppLovin, Nestlé, SQM

    AppLovin and China’s Orient Hontai are altering their $1.4 billion deal to try to pass regulatory muster, Nestlé is among those wooing U.S. organic and vegetarian food maker Hain Celestial, and multiple suitors are vying for a roughly $4.8 billion stake in a Chilean lithium producer.

  • November 21, 2017

    Ardian Reacquires European Biz Process Outsourcing Firm

    Private equity outfit Ardian has agreed to reacquire Competence Call Center Group roughly four years after having sold the European business process outsourcing services provider to Silverfleet Capital, the companies said on Tuesday.

  • November 21, 2017

    Del. Chancery Won't DQ Morris Nichols From Dollar Tree Case

    A Delaware Chancery Court judge Tuesday denied a request to disqualify Morris Nichols Arsht & Tunnell LLP from representing Dollar Tree in an ongoing dispute with spinoff company Dollar Express on the grounds that the law firm had given prior legal advice on the dividend distribution that is at the heart of the case.

  • November 21, 2017

    Oncor Stakeholder Goes After NextEra For $72M Breakup Fee

    A minority shareholder in Texas utility Oncor Electric Delivery Co. LLC told the Delaware Chancery Court on Monday that NextEra Energy owes it $72 million as a breakup fee for a merger shot down by state regulators.

  • November 21, 2017

    AT&T-Time Warner Judge Is No Stranger To Mega-Mergers

    The U.S. Department of Justice’s challenge of AT&T’s planned Time Warner purchase was assigned to Senior Judge Richard J. Leon on Tuesday, a D.C. district judge with extensive antitrust experience who required extra conditions before greenlighting the government’s settlement with Comcast for its NBC Universal deal.

  • November 21, 2017

    Talos-Stone Union Creates $2.5B Offshore Driller

    Talos Energy LLC and Stone Energy Corp., which emerged from bankruptcy earlier this year, on Tuesday said they will merge in an all-stock deal that will create an offshore drilling company with an enterprise value of $2.5 billion and an initial market capitalization of $1.9 billion.

  • November 21, 2017

    Dealmakers Hit Brakes On M&A Amid Tax Reform Uncertainty

    The Senate’s revised tax proposal elicits further questions for public and private dealmakers alike, meaning companies would be wise to proceed with caution on mergers and acquisitions activity until there is further clarity on what exactly tax reform will look like and whether it is likely to pass.

  • November 21, 2017

    Pepper Hamilton Regains Life Sciences Duo In Philly

    Pepper Hamilton LLP announced Tuesday that it had lured back two Philadelphia attorneys who focus on transactional work in the life sciences industry from Hogan Lovells as partners, with one to take a leadership role in the firm’s growing health sciences department.

  • November 20, 2017

    Shawe Forges Deal To Buy TransPerfect After Bitter Fight

    TransPerfect co-founder Philip Shawe is slated to buy out the shares of his rival Elizabeth Elting, according to letter Monday from the court-appointed custodian overseeing the sale process, potentially resolving what has been a maelstrom of bitter disputes in Delaware Chancery Court over control of the legal translation firm.

  • November 20, 2017

    Court Skeptical Of All In Koch, Oxbow Post-Trial Argument

    A Delaware vice chancellor cautioned Monday that he remained “skeptical of both sides” after post-trial arguments over a private equity investor’s bid to cash out or force a sale of billionaire William I. Koch’s Oxbow Carbon LLC.

Expert Analysis

  • New Sedona Principles Stress Information Governance

    Saffa Sleet

    The Sedona Conference Working Group's updated Sedona Principles provides a timely reminder that the legal industry needs to be thinking more seriously about the interconnectedness between e-discovery and information governance, says Saffa Sleet of FTI Consulting Inc.

  • The Delaware Court Of Chancery: A 225-Year Retrospective

    Jack Jacobs

    The Delaware Court of Chancery is celebrating the 225th anniversary of its creation as that state’s court of exclusive equity jurisdiction. Although the court is viewed today as one of the world’s pre-eminent expositors of business enterprise law, that outcome would never have been envisioned when the court was constitutionally established in 1792, says former Delaware Justice Jack Jacobs, now with Sidley Austin LLP.

  • Opinion

    For More Value And Diversity In Outside Counsel, Go Small

    Sara Kropf

    Albert Einstein famously said, “The definition of insanity is doing the same thing over and over again, but expecting different results.” That maxim applies to large companies that seek more value and diversity from their outside counsel by expecting big firms to change. There’s a simple solution to this problem, according to attorneys Margaret Cassidy, Sara Kropf and Ellen D. Marcus.

  • Insights On Provider Consolidation And Narrow Networks

    Samuel Weglein

    Two recent studies from the latest volume of "Health Affairs" — an academic journal focused on health care economics and policy — yield results that could have important implications for antitrust enforcement in health care markets, say Samuel Weglein and Dov Rothman of Analysis Group Inc.

  • Unfunded Pension Liabilities: Caveat Emptor, Caveat Esquire

    Douglas Darch

    Ask any lawyer and they will tell you that, outside of a stock sale, a purchasing company has substantial control over the liabilities it acquires from the target company. Two recent federal court decisions, however, demonstrate the limitations of this general rule when unfunded pension liabilities are at issue, say Douglas Darch and Alexis Hawley of Baker McKenzie.

  • Inside CFIUS’ Annual Report: 7 Highlights

    Mario Mancuso

    Last week, the Committee on Foreign Investment in the United States released its unclassified annual report for the 2015 calendar year. While dated, the information in the report is nevertheless useful — the data clearly point to the CFIUS future we are now living through, say attorneys with Kirkland & Ellis LLP.

  • The Dell Appeal In Light Of Recent DFC Opinion

    Stephen Lamb

    On Wednesday, the Delaware Supreme Court will hear oral argument in the Dell appraisal case — an appeal that is significant because the Delaware Chancery Court’s decision in the case was premised in large part on grounds that the Supreme Court recently found unsupported in DFC Global, say former Delaware Vice Chancellor Stephen Lamb and Matthew Stachel of Paul Weiss Rifkind Wharton & Garrison LLP.

  • Impact Of The New Revenue Recognition Standard On M&A

    Stephen Quinlivan

    The Financial Accounting Standards Board’s new revenue recognition standard will affect more than top-line revenue, and deal teams will need to assess the total impact of the transition. It is likely that the new standard will also result in new representations in acquisition agreements, say attorneys with Stinson Leonard Street LLP

  • The Role Legal Finance Can Play In Firm Year-End Collections

    Travis Lenkner

    Payment collection delays have caused law firms to seek new options, one of which is litigation finance. In this context, litigation finance can offer alternative avenues to firms as they approach the end of a fiscal year or partnership distribution dates, says Travis Lenkner of Burford Capital LLC.

  • Applying Delaware Contract Law To LPA Safe Harbors

    Darren Kaplan

    The Delaware Chancery Court's opinion in Morris v. Spectra Energy provides a road map for the litigation of safe-harbor provisions in limited partnership agreements and invites close review by both private fund litigators and drafters of Delaware LPAs, says Darren Kaplan of Stueve Siegel Hanson LLP.