Mergers & Acquisitions

  • January 17, 2017

    Allergan Pays $15M For Failing To Disclose Merger Talks

    Allergan has agreed to pay a $15 million fine and admit wrongdoing for failing to disclose it was negotiating a potential acquisition and white knight offer with Actavis in efforts to escape a hostile takeover from Valeant and Pershing Square, the U.S. Securities and Exchange Commission said Tuesday.

  • January 13, 2017

    One Williams Suit Tossed In Two-Edged, $428M Merger Fight

    A Delaware vice chancellor approved a stockholder request Thursday to dismiss one class suit from near-twin damage claims arising from a $13 billion Williams Cos. merger defense that cost the the company $428 million to abandon last year.

  • January 6, 2017

    4th Circ. Upholds IRS Rejection Of $118M Tax Deduction

    In a published opinion Friday, the Fourth Circuit backed the IRS' rejection of $117.8 million in salary and wage deductions claimed by an engineering and defense contractor post-acquisition, because it faced no “substantial risk of forfeiture” on the stock at the dispute's heart.

  • January 5, 2017

    Chancery Throws Out Challenge To $6.5B Solera Merger

    A Delaware Chancery judge on Thursday tossed an investor suit alleging that Solera Holdings Inc.’s board breached its duties by accepting a $6.5 billion buyout by Vista Equity Partners LP despite better offers, saying Delaware's business judgment rule shields the board.

  • January 4, 2017

    Chancery Axes Challenge To United Capital Corp. Buyout

    A Delaware Chancery judge on Wednesday tossed claims challenging United Capital Corp. chairman and CEO A.F. Petrocelli’s buyout of the company, which had an implied total equity value of $186.6 million, ruling that shareholders had enough information about the deal and should seek appraisal if they think it’s undervalued.

  • January 3, 2017

    11th Circ. Nixes Procaps' Bid To Revive $255M Antitrust Suit

    Patheon Inc. didn’t make its joint venture with Procaps SA anti-competitive by buying one of Procaps' rivals in the softgel capsule business because there has been no actual harm from the acquisition, the Eleventh Circuit said Friday in upholding a district court’s dismissal of Procaps' $255 million suit.

  • December 22, 2016

    Sundevil Power Wins Ch. 11 Plan Confirmation

    A Delaware bankruptcy judge greenlighted Sundevil Power Holdings LLC's Chapter 11 plan Thursday to wind down the case, after a sale to creditors canceled out more than $200 million in debt and curbs to liability releases prompted by the bankruptcy watchdog were made.

  • December 21, 2016

    Bernstein Litowitz Ducks Subpoena In Insider Trading Row

    A California federal special master has denied an email subpoena bid by Pershing Square Capital Management LP against Bernstein Litowitz Berger & Grossmann LLP, which represents investors alleging that Valeant Pharmaceuticals International Inc. illegally tipped Pershing Square to a proposed merger.

  • December 21, 2016

    Del. Supreme Court Overturns Chancery's $142M Award

    A $142 million Chancery Court award in a suit challenging $1.9 billion worth of El Paso Corp. pipeline deals evaporated Tuesday when the Delaware Supreme Court found that the master limited partnership unitholder involved had lost his standing to sue after Kinder Morgan Inc. bought the MLP.

  • December 20, 2016

    Chancery Won't Revive Suit Over OM Group’s $1B Apollo Sale

    Delaware's Chancery Court has said it will not allow OM Group Inc. shareholders to reargue their recently dismissed suit targeting the company’s board members over its $1 billion buyout by Apollo Global Management, finding that the court adequately considered the evidence at hand.

  • December 20, 2016

    Bankrupt Hanjin Gets Go-Ahead To Sell Calif. Port Stake

    A South Korean court has approved a bid by bankrupt container carrier Hanjin Shipping Co. Ltd. to sell its stake in a California terminal to Switzerland's Mediterranean Shipping Co. SA, according to media reports.

  • December 20, 2016

    Del. Supreme Court Upholds Chancery On TC Pipeline Case

    Bare claims of unfairness cannot overcome a partnership's valid “special approval” shields for company decisions, Delaware’s Supreme Court said Monday in a ruling that rejected a master limited partnership member’s appeal of a losing challenge to a $446 million TransCanada Pipelines deal.

  • December 19, 2016

    Insurers Can't Trim Gardner Denver's Coverage Suit

    A Pennsylvania federal judge Friday gave industrial equipment maker Gardner Denver the green light to advance claims that three of its former insurers wrongly failed to provide coverage for a shareholder suit over its merger with KKR & Co. that settled for $29 million, citing ambiguous contract language.

  • December 16, 2016

    Chancery Uses Market Price In LPS-Fidelity Deal Appraisal

    A Delaware Chancery judge appraised Lender Processing Services Inc. on Friday at the final deal price of $37.14 per share in the company's roughly $3.5 billion sale to Fidelity National Financial Inc., deviating from a recent clip of appraisal cases where market value took a backseat to other factors.

  • December 16, 2016

    Media Groups Want FCC Rules Challenge Moved To 3rd Circ.

    Two media policy groups intervening in a challenge to a Federal Communications Commission order imposing restrictive broadcast ownership rules on Friday urged the D.C. Circuit to bless the transfer of the appeal to the Third Circuit, citing the latter court’s experience in hearing similar challenges to the agency’s ownership rules.

  • December 15, 2016

    Violin Memory Can Launch Ch. 11 With Quick Sale Plan

    A Delaware bankruptcy judge gave Violin Memory Inc. the green light Thursday to kick off what the computer memory and data management company hopes will be a quick trip through Chapter 11 and a chance to have the debtor's auction plan considered in early January.

  • December 14, 2016

    Comcast Wins Again On $2.8M Franchise Tax Refund

    A California appeals court on Wednesday upheld a lower court’s judgment that a Comcast Corp. subsidiary is entitled to a refund of $2.8 million in corporate franchise taxes based on the extent to which it controlled its own subsidiary, but that a $1.5 billion termination fee following a failed merger was properly subject to California tax.

  • December 12, 2016

    Sauer-Danfoss Investors Settle $700M Take-Private Bid Suit

    Industrial manufacturer Sauer-Danfoss Inc. shareholders who challenged Danfoss A/S’ $700 million take-private bid in 2013 have settled their putative class action alleging Danfoss got a sweetheart deal when Sauer-Danfoss lowered its financial projections ahead of the transaction’s agreement.

  • December 9, 2016

    Chancery Taps Grant & Eisenhofer To Lead Rouse Appraisal

    A Delaware Chancery judge on Friday picked Grant & Eisenhofer PA as lead counsel in the judicial appraisal of the $2.8 billion buyout of Rouse Properties Inc., rejecting a proposal from Ashby & Geddes PA's client to run a parallel case that he said "smacks of free riding."

  • December 8, 2016

    Forexware Can't Duck Former Exec's Breach Of Contract Suit

    A New York state judge on Thursday tossed a motion by Forexware LLC, a software company serving foreign exchange broker-dealers, to dismiss a breach of contract suit by a former executive whose companies it purchased.

Expert Analysis

  • Attracting And Retaining The Millennial Lawyer

    Christopher Imperiale

    Instead of trying to change the new workforce to follow a law firm's existing processes and procedures, perhaps it's time for firms to start changing their processes and procedures to better accommodate the mentality of this next generation of lawyers, says Christopher Imperiale, a law firm adviser with Berdon LLP.

  • You May Need To Rethink Your Approach To Patents In Deals

    Rich Christiansen

    While the U.S. Supreme Court's Alice decision caused tumult and despair in the patent community, many transactions involving patent assets continued as if the decision had never occurred. But black swan events like Alice provide new impetus for re-evaluation of current transaction practice, says Rich Christiansen of Kilpatrick Townsend & Stockton LLP.

  • A Snapshot Of M&A Activity In 2016

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    2016 was a strong year for M&A activity with a global deal volume of $3.71 trillion. But year-end results did not surpass the records set in 2015 as we saw fewer megadeals and a decline in global cross-border deal volume. In this short video, Ariel Deckelbaum of Paul Weiss Rifkind Wharton & Garrison LLP looks at the top U.S. target industries and other trends in last year’s deals.

  • 2017 Food And Beverage Industry Outlook: Part 2

    R. Trent Taylor

    The food and beverage industry is expected to see regulatory and legislative changes on multiple fronts in 2017. But industry observers also anticipate an active year in U.S. courts and in the boardrooms of domestic and international food and beverage companies, say attorneys at McGuireWoods LLP.

  • Asset Swap Transactions In The Antitrust Crosshairs

    Meytal McCoy

    While companies may think they are in the antitrust clear with asset swap transactions, two recent divestiture orders make clear that regulators will apply the same rigorous antitrust analysis in such deals as they would in a traditional merger or acquisition, says Meytal McCoy of Mayer Brown LLP.

  • It’s Time To Change The Law Firm Business Model

    Lucia Chiocchio

    Every year, statistics reveal very little change in the number of women and minorities in the ranks of partnership. So how do law firms change this painfully slow rate of progress? It takes more than adding a diversity policy or a women’s leadership program to the current law firm business model, says Lucia Chiocchio, co-chair of Cuddy & Feder LLP's telecommunications and land use, zoning & development groups.

  • The Outlook For Chinese Outbound M&A

    Excerpt from Lexis Practice Advisor
    Neeraj Budhwani

    Chinese companies are looking to acquire U.S. and European companies in order to bring technology, know-how and brands back to China. At the same time, there will likely be continued pushback from the U.S. government and other jurisdictions over security concerns, says Neeraj Budhwani of Clifford Chance LLP.

  • Amended Rule 37(e): 1 Year Later

    Samantha Southall

    After a full year in effect, the amended Federal Rule of Civil Procedure 37(e) has been tested in a variety of district courts. A sampling of these decisions reveals that courts seem to be adhering closely to the amended rule and ordering adverse inference instructions only where there was intent to deprive another party of access to relevant information, say Carrie Amezcua and Samantha Southall of Buchanan Ingersoll & Rooney PC.

  • Avoiding The Hidden Costs Of Bargain-Priced E-Discovery

    Michael Cousino

    Many organizations are interested in finding electronic discovery partners who offer tantalizingly low prices for electronic discovery services. However, unforeseen gaps, lax security practices, ignorance of global practices and delayed deliverables can all add up to a surprisingly large final cost, says Michael Cousino of Epiq Systems.

  • Why Anti-Corruption Due Diligence Is Important In M&A

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    When acquiring and investing in companies, it is critical to evaluate and mitigate the risk of both previous and future violations of the Foreign Corrupt Practices Act. Mark Mendelsohn and Peter Jaffe of Paul Weiss Rifkind Wharton & Garrison LLP discuss unique challenges for investors and essential considerations for mergers and acquisitions.