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Mergers & Acquisitions

  • June 17, 2019

    15 Minutes With CVS Health's General Counsel

    The moment that CVS Health general counsel Tom Moriarty is most proud of as a lawyer was the November completion of the company's acquisition of Aetna. Here, he discusses the benefits of the possible combined organization and his role in the company's 2014 decision to end the sale of cigarettes and tobacco products.

  • June 17, 2019

    Wachtell, Skadden Shape $11.4B Pfizer-Array Deal

    Pfizer, led by Wachtell, unveiled plans Monday to buy Array BioPharma, advised by Skadden, in an $11.4 billion deal, as the pharmaceutical giant looks to complement its current cancer treatment offerings with a promising treatment for colorectal cancer.

  • June 14, 2019

    AGs' Sprint-T-Mobile Challenge Tests States' Influence

    Ten state attorneys general came out swinging on Tuesday with a challenge to the pending Sprint-T-Mobile merger, preempting pending decisions from both the Federal Communications Commission and the U.S. Department of Justice and raising the possibility that the states might have more influence over the merger’s outcome than usual.

  • June 14, 2019

    Digital Printing Co. Sued Over $1.7B Buyout's Terms

    Shareholders in Electronics for Imaging Inc. filed suit Thursday in Delaware federal court claiming the company’s planned sale to an affiliate of private equity firm Siris Capital Group is based on information that's missing key data, which shareholders need to make an informed decision on the $1.7 billion deal.

  • June 14, 2019

    DOJ Says CVS-Aetna Judge Must Let It Rebut 'Inaccuracies'

    Despite previous denials by a federal judge, the U.S. Department of Justice is again seeking to rebut "inaccuracies" in testimony from challengers at a recent evidentiary hearing examining the settlement that accompanied the DOJ's 2018 decision to approve CVS' purchase of Aetna.

  • June 14, 2019

    Deals Rumor Mill: WeWork, Maxar Technologies, Total

    WeWork is reportedly mulling a deal to take control of its Indian unit, Maxar Technologies is considering selling its space robotics unit, and Total SA is close to snapping up a stake in Adani Gas.

  • June 14, 2019

    DLA Piper Lures Back Former Corporate Practice Partner

    DLA Piper announced on Thursday that its newest partner in Silicon Valley is a specialist in corporate matters who had worked as a partner at the firm once before, prior to ensuing stints at Jones Day and Morrison & Foerster LLP.

  • June 14, 2019

    Helicopter Leasing Co. Calls Ch. 11 Auction NDA Suit Baseless

    A helicopter leasing company is asking a New York bankruptcy court to dismiss claims by asset manager Macquarie Group that it violated a non-disclosure agreement in the auction of bankrupt Waypoint Leasing's chopper fleet, calling the suit a baseless "fishing expedition."

  • June 14, 2019

    Don’t Miss It: Vinson, Nixon Peabody Lead Week’s Hot Deals

    With so much mergers and acquisitions news this week, you may have missed several deals announced in recent days helmed by firms such as Vinson & Elkins and Nixon Peabody. Here, Law360 recaps the ones you might have missed.

  • June 14, 2019

    6 Firms Steer Hexaware's $182M Deal For Digital Consultant

    Indian internet technology consultant Hexaware said Friday it will pay $182 million to take over Mobiquity, a U.S.-based provider of digital customer experience services, with Skadden, Houthoff and J. Sagar Associates steering the buyer, and Pepper Hamilton, Grey Street Legal and Stibbe guiding the seller.

  • June 14, 2019

    Taxation With Representation: Skadden, Wachtell, Fenwick

    In this week’s Taxation with Representation, Dassault buys Medidata for $5.8 billion, Salesforce buys Tableau for $15.7 billion, Apollo snaps up Shutterfly for $2.7 billion and TPG Pace will take over Accel to create an $884 million company.

  • June 14, 2019

    It's Time For M&A Attys To Prepare For A Possible Recession

    Economists believe a recession may be on the horizon after the U.S. economy has been steadily expanding for about 10 years, meaning mergers and acquisitions attorneys must be ready for how a downturn might affect the deal-making market.

  • June 14, 2019

    Health Hires: Lathrop Gage, Goodwin, Shockwave Medical

    Lathrop Gage picked up an intellectual property attorney in Chicago, Goodwin Procter bolstered its life sciences practice in Hong Kong and medical device company Shockwave Medical Inc. hired a new general counsel, headlining Law360's latest roundup of personnel moves in the health care and life sciences arena.

  • June 13, 2019

    SEC Set To Tackle Shareholder Proposal, Proxy Reg Revisions

    The U.S. Securities and Exchange Commission is considering changing the thresholds for submitting shareholder proposals and amending regulations that could affect proxy firms, potentially tackling two hot-button corporate governance topics that some lawyers say are ripe for action.

  • June 13, 2019

    8th Circ. Won't Unblock ND Med Merger Facing FTC Challenge

    An Eighth Circuit panel refused to upend a preliminary injunction blocking a proposed merger between two North Dakota health care providers, siding in a published opinion Thursday with Federal Trade Commission arguments that a district judge didn’t improperly shift the burden of proof onto the companies.

  • June 13, 2019

    Deals Rumor Mill: Alibaba, Grupo Argos, Patterson-UTI

    Alibaba Group has reportedly filed confidential plans to list in Hong Kong, Grupo Argos SA has reached out to Summit Materials about merging, and Patterson-UTI Energy could sell off its pressure pumping business.

  • June 13, 2019

    Weinstein Buyers Must Fulfill Investment Deals, Court Told

    A pair of private equity-backed entities on Thursday urged a Delaware federal court to reverse a decision that the company that bought the assets of bankrupt movie studio The Weinstein Co. won’t have to assume the obligations under investment agreements related to a dozen film projects.

  • June 13, 2019

    Orchids Paper DIP Punted As Possible Sale Battle Brews

    Approval of Orchids Paper Products Co.'s Chapter 11 debtor-in-possession financing has been punted to another day to see if a resolution can be reached to thwart another potential battle with unsecured creditors over a $175 million credit bid submitted from a private-equity-backed lender that is serving as stalking horse bidder.

  • June 13, 2019

    Australia Watchdog Questions $324M Agriservices Deal

    Australia's antitrust enforcer Thursday raised concerns about an agriculture supply company's plan to buy one of its biggest competitors on the continent and called on the company to submit more information to help the agency weigh the deal's impact on the country's agriservice market.

  • June 13, 2019

    KKR Sells Copper Foil Co. To South Korean Group For $1B

    KKR has inked a deal to sell KCF Technologies to an affiliate of South Korean conglomerate SK Group for 1.2 trillion South Korean won ($1 billion), the private equity company said in a statement released Thursday.

  • June 13, 2019

    Security Tech Co. Inks $595K Deal To End Stock-Drop Suit

    Security technology company Global Digital Solutions Inc. will shell out $595,000 to resolve claims that it artificially inflated its essentially worthless stock in what investors called an "extraordinary result" in New Jersey federal court Wednesday.

  • June 13, 2019

    3 Firms Steer TPG Blank Check Co.'s $884M Slot Biz Deal

    A blank check company backed by TPG Capital said Thursday it will take over slot machine operator Accel Entertainment in a deal valuing the combined entity at $884 million, with Weil Gotshal representing the buyer and Fenwick & West and Much Shelist on the sell side.

  • June 12, 2019

    State AGs Take Aim At 'Creepy' Google, Facebook Monopolies

    Several state attorneys general expressed a keen interest Wednesday in potential antitrust enforcement actions against Google, Facebook and other major technology companies, with one even suggesting a probe may already be underway. 

  • June 12, 2019

    Richards Layton Malpractice Suit Not Time-Barred, ISN Says

    ISN Software Co. told the Delaware Supreme Court a lower court was wrong to dismiss its malpractice claims against Richards Layton & Finger PA because the company rightly brought its claim only after suffering actual damages as a result of purported bad legal advice.

  • June 12, 2019

    Southcross Ch. 11 Sale Delayed By 'Overwhelming Response'

    Bankrupt natural gas handler Southcross Energy told a Delaware judge Wednesday that it needs to extend its Chapter 11 sale timeline into September because the company has received such an "overwhelming response" to its asset marketing efforts that the additional time is necessary to parse through the anticipated bids.

Expert Analysis

  • Q&A

    A Chat With Cleary Chief Talent Officer Hy Pomerance

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    In this monthly series, legal recruiting experts from Major Lindsey & Africa interview management from top law firms about the increasingly competitive business environment. Here, Amanda Brady and Dustin Laws talk with Hy Pomerance, chief talent officer of Cleary.

  • Rebuttal

    Forced Arbitration Is A Far Worse 'Product' Than Jury Trials

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    Jury trials are not dying because arbitration is a “better product,” as alleged in a recent Law360 guest article, but because corporations have rigged the system through forced arbitration to ensure they cannot be held accountable before a judge or jury, say attorneys at Hagens Berman.

  • Guest Feature

    Preet Bharara On The Human Factor In The Justice System

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    A key theme in Preet Bharara's new book is the enormous role the human element plays in the administration of justice. The former U.S. attorney for the Southern District of New York discussed this theme, among other topics, in a recent conversation with White and Williams attorney Randy Maniloff.

  • New Tax Insurance Options On The Rise In M&A

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    A recent shift in the insurance market allows buyers and sellers to more appropriately underwrite and allocate contingent tax risks arising in mergers and acquisitions, say Robert Holo and Tyler Robbins at Simpson Thacher.

  • Emulex Highlights Greater Scrutiny Of Issues At High Court

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    A brief review of the procedural history of Emulex v. Varjabedian, and the circumstances giving rise to the U.S. Supreme Court’s abrupt dismissal of the case Tuesday, may provide useful insights for future petitioners seeking the court’s review, say attorneys with Labaton Sucharow.

  • The M&A Aftermath Of High Court's Emulex Punt

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    The U.S. Supreme Court's decision Tuesday to dismiss Emulex v. Varjabedian leaves behind a great deal of confusion in the federal securities laws governing corporate mergers and acquisitions, and there are at least three important consequences, says Lyle Roberts of Shearman & Sterling.

  • What We Heard At The FTC Hearings: Day 22

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    The 13th hearing in the Federal Trade Commission’s series on competition in the 21st century focused on evaluating the FTC’s merger retrospective program. Jon B. Jacobs and Jeremy Keeney of Perkins Coie discuss some of the recurring themes, innovative concepts and key takeaways.

  • Negotiating M&A 'Best Efforts' Now To Avoid Future Litigation

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    Parties negotiating merger and acquisition agreements should note a series of recent decisions that highlight how Delaware courts interpret "best efforts” and similar industry terms of art, says Shayne Clinton of Bass Berry.

  • Rebuttal

    Jury Trials, Though In Decline, Are Well Worth Preserving

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    In a recent Law360 guest article, the author applauded the disappearance of jury trials as an inefficient, costly mechanism, but in doing so he overlooked the greater value of jury trials for our justice system, says Stephen Susman, executive director of the Civil Jury Project at NYU School of Law.

  • A Broader View Of The US Supreme Court Bar

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    During the past 15 years, three widely read articles bolstered by starstruck media have promulgated the incorrect perception — sorely in need of revision — that the U.S. Supreme Court bar is limited to a handful of elite lawyers, says Lawrence Ebner of Capital Appellate Advocacy.

  • New Chancery Guidance On Books And Records Law

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    The Delaware Court of Chancery’s recent decisions in Schnatter, Tempur-Sealy and CHC Investments further delineate the metes and bounds of a stockholder's right to obtain a company's books and records, say attorneys with Winston & Strawn.

  • Justices Could Trigger Sea Change For Tender Offer Suits

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    U.S. Supreme Court oral arguments Monday in Emulex v. Varjabedian — a case that could alter the landscape of tender offer litigation under Section 14(e) of the Securities Exchange Act — confirmed the potentially significant nature of the forthcoming decision, as well as the justices’ sharp divide on the issues, say attorneys with Ropes & Gray.

  • Opinion

    Jury Trials Are In Decline For Good Reason

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    A recent Law360 article reported on federal judges bemoaning jury trials' nationwide decline, but these laments are unfounded as jury trials have been replaced by better alternatives, says J.B. Heaton of J.B. Heaton Research.

  • Chancery Decision Continues Trend Of Lower Appraisal Prices

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    Silver Spur v. Trussway is the latest appraisal case in which the Delaware Chancery Court relied on the discounted cash flow methodology and reached a similar result to the market-based valuation. There is now a greater risk of appraisal results being close to or below the merger price, say attorneys at Fried Frank.

  • Series

    Why I Became A Lawyer: A Circuitous Path To The Law

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    Instead of going to college after high school, I followed in my father’s footsteps and became an electrician. Later I became an electrical engineer, and then an IP attorney. Every twist and turn along the way has made me a better lawyer, says Joseph Maraia of Burns & Levinson.

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