Mergers & Acquisitions

  • January 19, 2018

    FTC OKs 7-Eleven's $3.3B Bid For Sunoco Portfolio With Fixes

    The Federal Trade Commission on Friday signed off on a $3.3 billion deal that would let 7-Eleven's parent company acquire nearly 1,100 gas stations from Sunoco LP on the condition that nearly 60 stores stay with or move to Sunoco.

  • January 16, 2018

    2nd Circ. Clarifies Cert. Standard For Stock-Drop Actions

    A Second Circuit ruling that a judge applied the wrong standard of proof when certifying a class of shareholders accusing Goldman Sachs of fraud should help clarify the standard needed to rebut allegations that a company’s misstatements directly impacted its stock price, legal experts said Tuesday.

  • January 12, 2018

    Live Nation Settles Songkick Antitrust Suit In $110M Deal

    Live Nation Entertainment has agreed to pay Songkick parent company Complete Entertainment Resources Group $110 million to end an antitrust suit scheduled for trial in California federal court this month and to purchase several of its assets, the concert ticket company announced Friday.

  • January 12, 2018

    $4.5M Settles Katzenberg DreamWorks-Comcast Merger Suit

    DreamWorks founder Jeffrey Katzenberg and his company’s successor have agreed to pay $4.5 million to settle a Delaware stockholder suit claiming that a Katzenberg side-deal shortchanged other shareholders during negotiation of the company’s $3.8 billion sale to Comcast Corp. in early 2016.

  • January 11, 2018

    Judge OKs $160M Settlement In Liquidation Of Fla. Builder

    An agreement by several lenders to pay $160 million to the trust for bankrupt builder Tousa Inc. to settle claims they owed $270 million was approved by a Florida bankruptcy judge Thursday.

  • January 5, 2018

    Subway Founder's Cos. Get $10M Atty Fees Award In Row

    Real estate companies connected to the estate of Subway co-founder Fred DeLuca won $10.3 million in attorneys’ fees, costs and interest, adding to an earlier reported $12.8 million award over a soured partnership with a real estate developer, according to a Florida state court decision Friday.

  • January 4, 2018

    Exxon, Lockheed Settle $16M Asbestos Litigation Bill Dispute

    Exxon Mobil Corp. and Lockheed Martin Corp. have reached a confidential agreement to settle a dispute over who is responsible for covering $16 million in costs associated with asbestos lawsuits stemming from a product line the oil giant acquired from the defense contractor in 1963, the companies announced Wednesday.

  • January 2, 2018

    Pershing, Valeant Agree To $290M Deal Ending Allergan Suits

    Hedge fund Pershing Square and Valeant Pharmaceuticals have reached a $290 million preliminary agreement to settle two investor suits in California federal court accusing them of an insider trading scheme in connection with Valeant’s attempted $55 billion takeover of Allergan.

  • December 18, 2017

    Parker-Hannifin Settles DOJ Suit Over $4.3B Clarcor Merger

    The U.S. Department of Justice announced Monday that it reached a settlement with Parker Hannifin Corp. in which the industrial equipment manufacturer will divest the aviation fuel filtration business at the center of the federal agency’s challenge to its $4.3 billion acquisition of Clarcor Inc.

  • December 18, 2017

    Del. High Court Affirms Toss Of Williams Co. Stock Suit

    The Delaware Supreme Court on Monday affirmed the Chancery’s dismissal of a shareholder suit over The Williams Cos.’ abandoned merger with its master limited partnership Williams Partners LP, which cost the company $478 million in break-up fees, saying the shareholders had improperly filed near-identical direct and derivative suits.

  • December 14, 2017

    Del. Justices Reverse $7B Price Bump In Dell Deal Appraisal

    The Delaware Supreme Court on Thursday reversed the Chancery Court’s appraisal decision of Dell Inc.’s $25 billion buyout that said it was underpriced by roughly $7 billion, ruling that Vice Chancellor J. Travis Laster’s analysis was “based on several assumptions that are not grounded in relevant, accepted financial principles.”

  • December 13, 2017

    ND Physician Group Merger Halted For FTC Review

    A North Dakota federal judge issued a preliminary injunction on Wednesday blocking a proposed merger between a pair of health care providers in the state until the matter could be reviewed at a scheduled Federal Trade Commission administrative hearing in January.

  • December 12, 2017

    Split Del. Justices OK Denial Of $50M Drug Approval Bonus

    Delaware's Supreme Court narrowly upheld Tuesday a lower court decision that denied stockholders of the former Calistoga Pharmaceuticals a $50 million bonus payment for limited European Union approval of a new drug for one form of blood cancer.

  • December 8, 2017

    Chancery Tosses Suit Over Earnouts In $1.4B Lone Star Deal

    A Delaware Chancery judge ruled Friday that a lawsuit from pipe and brick company HBMA Holdings LLC over earnout payments from its $1.4 billion sale to Lone Star Funds belongs in arbitration, but it was too late for the seller to press claims in court if that process fails.

  • December 4, 2017

    Fisker Judge Won't Ax Suit Over Ch. 11 Spinoff Stock Sale

    A Delaware bankruptcy judge declined Monday to throw out claims from Fisker Automotive’s liquidating trustee challenging a stake-diluting equity sale from the company spun off after the electric carmaker’s Chapter 11 sale, ruling that the trustee raised plausible concerns there might have been a breach of fiduciary duty.

  • December 1, 2017

    Chancery Tosses Shareholder Suit Over Oracle Merger

    The Delaware Chancery Court on Thursday dismissed a suit disputing a 2016 merger between Oracle Corp. and a cloud service provider, saying the objecting shareholder failed to show a single shareholder or shareholder group forced through an unfair deal.

  • December 1, 2017

    ETE Refused $1.5B Williams Merger Termination Fee In Del.

    Delaware’s Chancery Court on Friday dismissed a demand for a $1.48 billion termination fee that Energy Transfer Equity LP sought after successfully suing last year to shut down its own merger with The Williams Cos., a deal once valued at $38 billion.

  • November 30, 2017

    Judge Finds No Evidence DuPont Knowingly Misled Investors

    A Delaware state judge has dismissed a shareholder’s suit alleging DuPont executives intentionally misrepresented the potential success of a spinoff of the company’s performance chemicals division into the Chemours Co., saying the shareholder had failed to show executives purposely misled investors.

  • November 30, 2017

    Reynolds Wins Ruling Over ITG In Fla. Tobacco Fee Dispute

    Tobacco company ITG Brands LLC lost out on Thursday in a dispute over whether or not it’s obligated to keep trying to reach a deal with Florida over costs tied to its $7 billion dollar purchase of four cigarette brands from R.J. Reynolds Tobacco, after Delaware’s Chancery Court ruled the burden is solely ITG’s to bear.

  • November 28, 2017

    9th Circ. Has No Issues With OK For HP Derivative Suit Deal

    A Ninth Circuit panel on Tuesday said it didn’t see any problem with a California federal court’s decision to approve a settlement ending a Hewlett-Packard Co. shareholder derivative suit brought over the tech company’s failed $11.1 billion acquisition of Autonomy Corp.

Expert Analysis

  • How To Control Data As Technology Complicates E-Discovery

    Peter Ostrega

    While technology is making certain aspects of e-discovery faster and easier, it is also creating new challenges as quickly as we can provide solutions. The good news is that there are concrete steps businesses can take to address those challenges, says Peter Ostrega of Consilio LLC.

  • Significant 2017 Decisions Affecting Private M&A: Part 2

    Edward Deibert

    In the second installment of this three-part series, attorneys with Arnold & Porter Kaye Scholer LLP discuss lessons on fiduciary duties and director removal bylaws from the Delaware Chancery Court last year.

  • Significant 2017 Decisions Affecting Private M&A: Part 1

    Nicholas O’Keefe

    In the first article of this three-part series, attorneys with Arnold & Porter Kaye Scholer LLP discuss two Delaware cases with lessons on drafting working capital adjustments and fraud carveouts.

  • A Snapshot Of M&A Activity In 2017

    Video

    2017 was an active year for mergers and acquisitions, but year-end results did not surpass the records set in 2016. In this video, Ariel Deckelbaum of Paul Weiss Rifkind Wharton & Garrison LLP discusses go-shop provisions, hostile M&A and other trends in U.S., global and sponsor-related M&A activity last year.

  • How Delaware Courts Approach Effort Commitments

    Henry Alderfer

    Recent cases from Delaware have provided insight into how courts analyze and interpret contractual commitments to use various levels of effort under Delaware law, says Henry Alderfer of Taft Stettinius & Hollister LLP.

  • A Momentous Year For CFIUS: Part 2

    Stephen Heifetz

    Regardless of whether new legislation is enacted, dramatic changes to the Committee on Foreign Investment in the United States have arrived. In 2017, a much “stickier” CFIUS process resulted from concerns about China and a broader worry that international trade has not always benefited the United States, say attorneys with Wilson Sonsini Goodrich & Rosati PC.

  • A Momentous Year For CFIUS: Part 1

    Stephen Heifetz

    The Committee on Foreign Investment in the United States was the subject of more focus, change and consequence in 2017 than it had been in at least a decade. It appears that the significant CFIUS developments last year soon may be followed by formal legal changes, say attorneys with Wilson Sonsini Goodrich & Rosati PC.

  • NJ’s Evolving Health Care Arena: Trends To Watch In 2018

    John Fanburg

    New Jersey is one of the most competitive and heavily regulated states in terms of health care, making it a good barometer for how the industry is evolving nationally. As physicians and medical groups deal with issues like flat reimbursement from insurance providers and the rapidly rising costs of operating a medical practice, the ways in which doctors deliver health care will continue to change in 2018, says John Fanburg of Brach Eichler LLC.

  • 6 E-Discovery Predictions For 2018

    Erich Potter

    Erich Potter, discovery counsel with Oles Morrison Rinker & Baker LLP, discusses six ways e-discovery will continue to excite and confound in 2018.

  • 2017 Del. Cases That Reflected Transformation In M&A Law

    Gail Weinstein

    The Delaware judicial framework for reviewing boards' M&A decisions has transformed in the past few years with cases such as Corwin, MFW and Trulia. This transformation has had dramatic effects, as reflected in and amplified by decisions issued in 2017, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.