Mergers & Acquisitions

  • September 19, 2017

    AOL Seeks 10.3% Share Price Trim In Verizon Merger Suit

    AOL Inc. attorneys argued Tuesday for a 10.3 percent lower payment to stockholders who challenged the $50 per share terms of AOL’s sale to Verizon Communications Inc. in 2015, during a final round of arguments in a Delaware Chancery Court stock appraisal case.

  • September 19, 2017

    Inversions To Cost US $12B By 2027, CBO Says

    The continued use of corporate inversions and profit shifting by multinational companies will result in a 2.5 percent decrease in U.S. corporate tax receipts by 2027, the Congressional Budget Office said Monday.

  • September 19, 2017

    Catalent Makes $950M Bid To Buy Cook Pharmica

    Catalent Inc. on Tuesday said had it made a $950 million bid to buy privately held Cook Pharmica LLC in an all-cash deal that would bolster the drug development and delivery company’s position in the expanding biologics development and analytical services market.

  • September 19, 2017

    4 Firms Team Up To Lead Dow, DuPont In Megamerger

    As Dow and DuPont began mulling the possibility of a tie-up that would form a global chemical and agriculture powerhouse amid pressure from two well-known shareholder activists, the companies turned to a set of four law firms to structure and successfully seal a unique merger of equals that featured a tax-free plan to spin off into three separate, publicly traded businesses after closing.

  • September 19, 2017

    Germany's Knorr-Bremse Kills $694M Takeover Of Swiss Rival

    Germany’s Knorr-Bremse pulled its 5.52 billion Swedish kronor ($694 million) buyout for Swiss brake company Haldex on Tuesday, after failing to secure an extension on the tender offer and seeing pushback from both its target and antitrust regulators.

  • September 19, 2017

    EFH Judge Rethinks $275M Breakup Fee In Nixed NextEra Deal

    The Delaware bankruptcy judge presiding over the Energy Future Holdings Corp. case said Tuesday he would reconsider his decision to allow a $275 million breakup fee in the now-failed $18 billion NextEra Inc. sale deal, ruling he made a mistake when approving the fee a year ago.

  • September 19, 2017

    Mobile Payments Co. Cashes In On $60M In Series C Funding

    A company touting itself as the world's largest gift card marketplace on Tuesday said it raised $60 million in a Series C funding round thanks to investments from PayPal and venture capital firms Accel, Bessemer Venture Partners and New Enterprise Associates, bringing its total capital to more than $147 million.

  • September 19, 2017

    Activists Look To Derail $20B Clariant-Huntsman Merger

    Activist investors Corvex Management and 40 North on Tuesday threatened to vote against Switzerland-based Clariant AG’s pending $10 billion merger-of-equals with Huntsman Corp. unless alternatives are explored, contending the deal “destroys” shareholder value.

  • September 19, 2017

    Deals Rumor Mill: Sprint, Renova Energia, Apollo Global

    Sprint and T-Mobile are deep into merger discussions, Brookfield Asset Management may make an improved offer to Brazilian renewable company Renova Energia, and Apollo Global is considering an increased offer for a controlling stake in Slovenia's Gorenjska Banka.

  • September 19, 2017

    Post Holdings Inks $1.5B Deal For Bob Evans Farms

    Cereal giant Post Holdings Inc. said Tuesday that it has agreed to purchase the packaged food and food-service businesses of Bob Evans Farms Inc. in a deal worth $1.5 billion, months after the Bob Evans restaurant division sold for $565 million to a private equity buyer.

  • September 19, 2017

    Valero Scraps Plains Terminal Deal Targeted By Calif. AG Suit

    Refining giant Valero Energy Corp. said Monday that it was pulling the plug on a subsidiary's proposed acquisition of petroleum storage terminals in the Bay Area owned by Plains All American Pipeline LP, which California Attorney General Xavier Becerra had challenged in federal court as anti-competitive.

  • September 19, 2017

    Air Berlin Granted Bankruptcy Protections In US

    Air Berlin’s foreign insolvency proceedings were formally recognized by a New York bankruptcy court on Monday, protecting the German airline’s U.S. assets from seizure by creditors as it attempts to restructure itself in its home country.

  • September 19, 2017

    Walgreens' $4.4B Rite Aid Buy Advances Despite FTC Friction

    Walgreens said Tuesday it will move forward with its acquisition of 1,932 Rite Aid stores — about 250 less than initially planned — for $4.375 billion, after the reworked deal was approved by the U.S. Federal Trade Commission despite disagreement between the only two commissioners.

  • September 18, 2017

    Well Owners Want Maxus To Close $15M Ch. 11 Sale

    BHP Billiton on Friday urged a Delaware bankruptcy judge to force Maxus Energy to complete the $15.3 million sale of its stake in a large oil and gas well asset operated by BHP, noting that the deal has not closed despite gaining court approval months ago.

  • September 18, 2017

    Deadspin Story Not Protected By Gawker Sale, Bettor Says

    A famous Las Vegas sports bettor alleging that sports commentary website Deadspin.com defamed him and his company told a New York bankruptcy court on Friday that the sale of Deadspin's bankrupt former parent, Gawker Media, does not protect the site’s now-owner from claims over continued publication.

  • September 18, 2017

    Charter Shorted Time Warner Workers Vacay Pay, Suit Says

    Charter Communications wrongly shorted former Time Warner Cable employees vacation pay in the transition following the telecom giants’ $55 billion merger, according to a putative class action that has been removed to California federal court.

  • September 18, 2017

    Towers Watson Settles $18B Willis Merger Appraisal Suit

    Towers Watson & Co. has quietly settled an 18-month-old appraisal lawsuit filed in Delaware Chancery Court by investors unhappy with their consideration in the company's $18 billion merger with Willis Group Holdings PLC, with terms of the deal as yet undisclosed.

  • September 18, 2017

    Merger Bills Show Dems Embracing Antitrust Enforcement

    A pair of bills recently released by Senate Democrats to combat corporate consolidation may be destined for the scrap heap, but the legislation and the support it has garnered among Democrats show that aggressive antitrust enforcement could come to play a central role in the party's agenda.

  • September 18, 2017

    Teva Sells Off Remaining Women’s Health Assets For $1.4B

    Teva Pharmaceutical Industries Ltd. said Monday it will sell the remainder of its global women’s health portfolio in a pair of transactions totaling nearly $1.4 billion as the company turns its focus toward central nervous system and respiratory medicines.

  • September 18, 2017

    Deals Rumor Mill: Toys R Us, Rolling Stone, Walgreens

    Toys R Us could file for bankruptcy protection this week, the founder of Rolling Stone is putting the magazine up for sale, and Walgreens may finally be able to complete its $1.575 billion deal to acquire more than 2,100 Rite Aid stores.

Expert Analysis

  • CFIUS Continues To Present Obstacle To Chinese Acquisitions

    Brendan Hanifin

    Although presidential intervention to block a planned acquisition is relatively rare, President Donald Trump’s executive order last week blocking Canyon from acquiring Lattice was not especially surprising in light of recent precedent, the cautious approach of the Committee on Foreign Investment in the United States, and public statements by the Trump administration regarding China, say attorneys with Ropes & Gray LLP.

  • Physician Practice Acquisitions And Antitrust Scrutiny

    Bruce Sokler

    The Washington state attorney general’s recent lawsuit to thwart and unwind the most recent expansion efforts of Franciscan Health System serves as a reminder that health care providers’ growth-through-acquisition strategies can be subject to antitrust scrutiny, regardless of the size of individual transactions, say attorneys with Mintz Levin Cohn Ferris Glovsky and Popeo PC.

  • Big Data May Become Big Antitrust Concern

    Lesli Esposito

    On the whole, U.S. antitrust agencies have demonstrated less concern over big data than their European counterparts. This is not to say, however, that big data will never present U.S. antitrust issues, say Lesli Esposito and Brian Boyle of DLA Piper.

  • Opinion

    On CFIUS Reform, We Must Proceed With Caution

    DJ Rosenthal

    While some proposed changes to the Committee on Foreign Investment in the United States may be justified, others could undermine confidence in CFIUS as an unbiased institution acting in a fair and even-handed manner, says DJ Rosenthal, co-chairman of the CFIUS advisory practice at Kroll Associates.

  • A Guide To The Executive Branch Official Nomination Process

    Adam Raviv

    Although the Trump administration has completed the vetting and confirmation of a cabinet and White House staff, thousands of senior positions remain unfilled throughout the executive branch. More than ever, people selected for those posts find themselves under close scrutiny, say Adam Raviv and Reginald Brown of WilmerHale.

  • The Twists And Turns Of M&A Process In Myanmar

    Ross Taylor

    M&A has its own special challenges in Myanmar, where there are so many "gray areas" of regulation. This is not deterring foreign investors, however, says Ross Taylor of Baker McKenzie.

  • How Trulia Continues To Affect M&A Litigation

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    The M&A litigation landscape was dramatically altered by the Delaware Chancery Court’s 2016 decision in Trulia. Here, Dan Toal and Geoff Chepiga of Paul Weiss Rifkind Wharton & Garrison LLP discuss the evolving impact of the case and what companies can expect when facing stockholder challenges.

  • Inside China's New Policies On Overseas Investments

    Lester Ross

    Several policies and rules were introduced in 2016 and 2017 to tighten China's control and supervision of overseas investment activities, including new guidelines promulgated last month. These policies impose a much stricter regulatory regime, raise hurdles for cross-border currency outflows, and place particular emphasis on certain areas, say Lester Ross and Kenneth Zhou of WilmerHale.

  • Charting A Course To Business Judgment Review

    Stacy Nettleton

    The Delaware Chancery Court’s recent decision to dismiss a shareholder suit challenging the sale of Martha Stewart Living Omnimedia confirms that there is a path to business judgment rule review, at the pleading stage, of third-party mergers of controlled companies where disparate consideration creates a conflict for the controlling stockholder, say Stacy Nettleton and Christie Di Guglielmo of Weil Gotshal & Manges LLP.

  • How Collaboration Is Changing Inside Some Law Firms

    Chris Cartrett

    In our recent survey of business of law professionals, nearly half of respondents said that who they collaborate with, inside their law firm, is different from five years ago, says Chris Cartrett of legal software provider Aderant.