Mergers & Acquisitions

  • May 26, 2017

    BNC Bancorp Investor Sues Over $1.9B Pinnacle Merger Docs

    A putative class of BNC Bancorp shareholders slapped the bank and Pinnacle Financial Partners Inc. with a suit in North Carolina federal court on Thursday, alleging that key details of the bank holding companies’ proposed $1.9 billion merger weren’t adequately disclosed in shareholder materials.

  • May 26, 2017

    Spirax-Sarco Pays $415M For PE-Backed Thermal Tech Co

    U.K.-based Spirax-Sarco Engineering PLC has agreed to pay $415 million to buy private equity-backed Chromalox Inc., a Pittsburgh, Pennsylvania-headquartered thermal technology company that provides temperature management and process heating solutions to a range of industrial markets, the companies said Friday.

  • May 26, 2017

    Paul Weiss Nabs Ex-Simpson Thacher M&A Lawyer In London

    Paul Weiss welcomed a former Simpson Thacher partner to its London office, adding an attorney with experience in cross-border deals and finance transactions, particularly those with a private equity element, to the firm’s U.K. corporate team, according to a recent statement.

  • May 26, 2017

    ABA Urges South Africa To Adjust Gun-Jumping Guidelines

    A pair of American Bar Association sections released their comments on South Africa’s draft guidelines for merger notifications and gun-jumping, urging the country’s competition commission on Thursday to better distinguish between failure to notify and premature implementation of mergers.

  • May 26, 2017

    Don't Miss It: Hot Deals & Firms We Followed This Week

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

  • May 25, 2017

    Deals Rumor Mill: Staples,, Stada

    Staples has rejected a takeover offer that valued the company at more than $5.8 billion, is in discussions with private equity firms about a potential buyout, and Advent, Permira and Shanghai Pharmaceuticals have decided not to offer to buy German pharmaceutical company Stada.

  • May 25, 2017

    Chinese Cos. Buy Condom, Sexual Wellness Biz For $600M

    The maker of LifeStyles condoms said Wednesday that it plans to sell its sexual wellness arm to a Chinese consortium for $600 million, as it pivots away from consumer products and toward a business-to-business approach.

  • May 25, 2017

    Vulcan Nabs SPO Partners' Aggregates Biz In $900M Deal

    Alabama-based Vulcan Materials Co., the largest producer of construction aggregates in the U.S., unveiled plans Thursday to snap up investment firm SPO Partners’ aggregates business in a $900 million cash deal, bolstering its operations in the Southeast.

  • May 25, 2017

    Rayonier Advanced Materials Inks $807M Deal For Paper Co.

    Florida-based Rayonier Advanced Materials Inc. will pick up Canadian paper company Tembec Inc. for $807 million, including debt, in a deal that gives the cellulose-focused chemicals company access to a complementary business that will help grow its global reach, the companies announced Thursday.

  • May 25, 2017

    US Trustee Opposes $2.1M Katy Stalking Horse Bid Fees

    Defunct Katy Industries Inc. shouldn’t lock itself into an agreement to pay its stalking horse bidder $2.1 million in breakup fees if a higher bidder comes along, the federal bankruptcy watchdog told the Delaware bankruptcy court Wednesday, calling the fee excessive.

  • May 24, 2017

    Marsh Unsecured Creditors Sweat 'Extremely' Quick Sale Plan

    The official committee of unsecured creditors in the Marsh Supermarkets Holding LLC bankruptcy took aim late Tuesday at what the committee called the debtor’s “extremely expedited” sale plans for more than 40 of its best locations, arguing the crunched schedule could doom Marsh to failure.

  • May 24, 2017

    Regulator Won't Rethink $12.2B Great Plains-Westar Merger

    Kansas utility regulators on Tuesday doubled down on their previous rejection of Great Plains Energy Inc.'s proposed $12.2 billion acquisition of Westar Energy Inc, restating their findings that the merger is not in the public interest.

  • May 24, 2017

    Battery Firm Seeks Quick OK For Ch. 11 Bidding, Auction Plan

    Warning that bankruptcy expenses could drain its case, saltwater battery developer Aquion Energy Inc. won an accelerated review for its Delaware Chapter 11 bid procedures Wednesday, and said that its only current bidder needs to close on a sale before June 30.

  • May 24, 2017

    Deals Rumor Mill: Abercrombie, Unity, Stada

    Cerberus and American Eagle are said to be teaming up for an offer for struggling teen apparel retailer Abercrombie, software maker Unity scored an investment from Silver Lake and Advent and Permira are no longer expected to make a competing bid for generic-drug maker Stada.

  • May 24, 2017

    Adams Resources Gets OK For 'Unique' Ch. 11 Auction Plan

    A Delaware bankruptcy judge gave Adams Resources Exploration Corp. the green light Wednesday for an auction plan both he and the U.S. trustee’s office say they’ve never seen before that will allow the oil and gas driller’s nondebtor parent and post-petition lender to bid five days after the deadline.

  • May 24, 2017

    Safran Cuts Zodiac Offer To €7.3B To Appease Shareholders

    French aerospace company Safran SA slashed its offer for aircraft seats supplier Zodiac Aerospace from €8.5 billion to €7.31 billion ($8.2 billion) on Wednesday, in hopes that the reduced purchase price would appease the shareholders speaking out against the deal.

  • May 24, 2017

    Linde, Praxair Fine-Tune Plans For $65B Combination

    Germany-based industrial gas company Linde confirmed Wednesday that it reached an “agreement in principle” with U.S. peer Praxair for their anticipated tie-up, after the duo in December outlined early plans for a deal to create a $65 billion industry heavyweight.

  • May 24, 2017

    Cardiac Tech Investors Hit NEA Funds With Del. Class Suit

    Investors in medical technology developer Advanced Cardiac Therapeutics Inc. opened a class suit against venture capital giant New Enterprise Associates Inc. and affiliates late Tuesday, accusing NEA of using its control for deals that hobbled ACT’s prospects in a $3 billion industry.

  • May 24, 2017

    Winstead Adds Transactional Partner In Dallas

    Winstead PC announced on Wednesday that it has added a transactional partner to its Dallas office's corporate, securities and mergers and acquisitions practice group.

  • May 24, 2017

    Blank Check Co. Inks $1.84B PE-Backed Deal For Fidelity

    Blank check company CF Corp. unveiled a $1.835 billion private equity-backed deal Monday for Fidelity & Guaranty Life, emerging as a new buyer in the wake of the Iowa-based annuities and life insurance provider’s failed takeover by China’s Anbang Insurance Group.

Expert Analysis

  • Hidden Risks In Practice Acquisitions And Joint Ventures

    Geoffrey Kaiser

    There is a potential compliance “blind spot” associated with what many in the health care industry would regard as ordinary practice acquisitions and joint ventures involving hospitals and other provider organizations. The risk involved makes it critical for providers, counsel and valuators to work together to ensure that fair market value opinions are supported by compliant asset considerations, says Geoffrey Kaiser of Rivkin Radler LLP.

  • My Milkshake Is Better Than Yours: Part 2

    Jill Dessalines

    In the second installment of this two-part series on disruptive innovation among mid-size law firms, Jill Dessalines, founder of Strategic Advice for Successful Lawyers and former senior vice president at McKesson Corp., explores a number of ideas for keeping clients and maintaining market position.

  • The IRS Brings Partial Clarity To North-South Scenarios

    Aaron Pinegar

    When a shareholder transfers property to a distributing corporation shortly before or after a spinoff, will the transfer to the distributing corporation be respected as a separate transaction from the distribution for tax purposes? The IRS' recent ruling on such "north-south" transactions provides helpful guidance for some situations, but leaves other questions unanswered, says Aaron Pinegar of Baker Botts LLP.

  • Extending Omnicare Beyond The Section 11 Case

    William Sullivan

    With its recent decision in a securities suit against Align Technology, the Ninth Circuit joined the Second Circuit in applying Omnicare’s heightened falsity pleading standards to Section 10(b) and Rule 10b-5 fraud claims. Companies should therefore pay attention to the Omnicare standards as applied to all of their public statements, say attorneys with Paul Hastings LLP.

  • My Milkshake Is Better Than Yours: Part 1

    Jill Dessalines

    As I sat there listening, incredulous to learn that "Milkshake" was not only a real song but also a chart-topper, it reminded me of Harvard Business School Professor Clayton Christensen’s work on disruptive innovation — and how it pertains to mid-size law firms, says Jill Dessalines, founder of Strategic Advice for Successful Lawyers and former assistant general counsel of McKesson Corp.

  • The Risk Of Liability After A Preferred Stock Redemption

    Gail Weinstein

    The Delaware Chancery Court's recent decision in Frederic Hsu Living Trust v. ODN highlights the potential liability that private equity sponsors and directors face when preferred stock held by the sponsor is redeemed. If future decisions intensify this risk, sponsors could consider alternative investment structures, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • An Overview Of Silent 2nd-Lien Loans In The US And Europe

    Frederick Fisher

    Although used often in deal negotiations, the term “silent second” has different meanings for different institutions and different meanings in the United States and Europe. Capital structures that include silent second-lien debt can therefore be complicated, particularly in cross-border transactions involving different insolvency or contract laws, say attorneys with Mayer Brown LLP.

  • Attorneys, Your Input Is Needed On Deposition Rule

    Frank Silvestri, Jr.

    Every lawyer who’s handled a civil case in federal court knows about Rule 30(b)(6), governing deposition procedures. But for many real-world deposition dilemmas, the rule offers little guidance. Last year, an Advisory Committee on Civil Rules subcommittee began considering whether the rule should be amended. Now attorneys must advise the subcommittee how to proceed, says Frank Silvestri Jr. of Verrill Dana LLP.

  • The Efficiencies Defense: What Would High Court Do?

    Joe Miller

    Anthem's decision to call off its proposed acquisition of Cigna — effectively mooting its appeal to the U.S. Supreme Court — leaves unanswered several important questions regarding the appropriate treatment of efficiencies in a merger challenge, say attorneys with Crowell & Moring LLP.

  • Sanctions ​And Export Control Risks For Health Care Cos.

    Zachary Brez

    Recent settlements suggest an emerging trend in which the U.S. government is bringing enforcement actions against health care companies for violating economic sanctions and export control laws. Many health care companies are large organizations with expansive international operations, distributors and end users, making them natural targets due to the laws' broad extraterritorial applications, say attorneys with Ropes & Gray LLP.