Mergers & Acquisitions

  • April 20, 2017

    Nimble’s SEC Update Moots Suit, But Not Fees, Investor Says

    A Nimble Storage Inc. investor who sued the company for more details about its now-completed acquisition by Hewlett Packard Enterprise Co. dropped his suit on Wednesday, saying Nimble filed the information he sought with the U.S. Securities and Exchange Commission, but he'll continue to seek legal fees.

  • April 20, 2017

    Chancery Tosses Tech Biz Proceeds Claims Against Director

    A director at a small educational-software company alleging another director improperly pocketed much of the proceeds from the business's sale saw his claims thrown out Wednesday, after a Delaware Chancery Court said the suit did not meet the state’s tough standards for allegations targeting directors.

  • April 19, 2017

    Jury Finds SEO-Extortion Convict Guilty Of Retaliation

    A Texas federal jury on Tuesday found a self-described "black hat search engine optimizer" guilty of retaliating against a Dallas-based mergers & acquisitions advisory firm by posting negative online reviews, after he had been sentenced to federal prison last year for extorting money from the firm by threatening to post them.

  • April 19, 2017

    Harman Int'l Settles Stock Drop Saga For $28.3M

    Harman International Industries Inc. agreed Wednesday to pay $28.25 million to settle shareholder allegations that the automotive technology company inflated its stock price ahead of an ultimately failed private equity merger, putting an end to the litigation after nearly a decade.

  • April 19, 2017

    Duane Morris Ducks Malpractice Suit Over Telecom Deal Row

    A Pennsylvania state judge Tuesday threw out a legal malpractice suit accusing Duane Morris LLP of botching a client’s appeal in a case over the collapse of a $175 million deal to acquire a submarine fiber optic network.

  • April 18, 2017

    Chancery Allows Ex-Cypress CEO To Access Books, Records

    Cypress Semiconductor Corp. has roughly a week to turn over a slew of documents requested by its founder, Delaware’s Chancery Court ruled Monday, saying his concerns about Cypress’s recently appointed executive chairman also working at a rival private equity company were well-founded.

  • April 17, 2017

    Windstream Investor Class Takes Hold In REIT Damages Case

    Stockholders who branded as inadequate Windstream Holdings Inc.’s disclosures about a 2015 real estate investment trust spinoff won class certification Monday in Delaware’s Chancery Court, in a decision that also extended class status to holders of eligible stock even after transfers or reassignment.

  • April 13, 2017

    Charter, TWC Escape Merger Suit Over Race Bias Claims

    A New Jersey state appeals court on Thursday rejected claims from an African-American-owned TV production firm and an advocacy group that a state agency should have investigated racial discrimination issues before approving the merger of Time Warner Cable and Charter Communications without such concerns being previously raised.

  • April 7, 2017

    Murdoch's Fox Gets EU OK To Buy Sky As UK Review Lingers

    The European Union’s competition authority on Friday cleared 21st Century Fox Inc.’s $14.4 billion takeover of Sky plc without conditions, saying it did not foresee any antitrust concerns arising from the transaction in Europe.

  • April 6, 2017

    British American Tobacco's $49B Reynolds Buy Gets OK'd

    British American Tobacco plc on Wednesday secured the clearance it needed to proceed with its $49 billion takeover of Reynolds American Inc., as Japan’s antitrust regulator gave the deal the green light.

  • April 4, 2017

    FTC Orders ChemChina, Syngenta To Shed Assets For Merger

    ChemChina and Syngenta AG on Tuesday agreed to divest certain pesticide units as part of a settlement with the Federal Trade Commission, a week before the European Commission makes its own antitrust determination, as the Chinese company looks to finalize its $43 billion purchase of the Swiss agrochemical company.

  • March 31, 2017

    Class Coercion Claims In Saba Merger Move Ahead In Del.

    A stockholder suit that accused software company directors of setting up a “tragic” and coercive no-choice vote to either approve a depressed-price merger or hold deregistered, illiquid securities moved ahead Friday after a vice chancellor declined to dismiss a fiduciary breach claim.

  • March 31, 2017

    Del. Justices Refuse Bid To Reargue $3B C&J Deal Dispute

    The Delaware Supreme Court rejected Friday a bid from C&J Energy Services Inc. shareholder who challenged the $2.9 billion merger with Nabors Industries Ltd. to reargue the case after both the Chancery Court and the First State’s high court dismissed their claims.

  • March 23, 2017

    Split Del. High Court Upholds ETE's Williams Merger Exit

    In a rare split decision, Delaware's Supreme Court on Thursday rejected a bid by The Williams Cos. to salvage what was once a $38 billion merger with Energy Transfer Equity, despite evidence favoring claims that ETE had breached a duty to make all commercially reasonable efforts to close.

  • March 23, 2017

    Del. Justices Uphold Chancery Toss Of $3B C&J Merger Suit

    The Delaware Supreme Court on Thursday upheld the Chancery Court's decision to throw out a shareholder lawsuit challenging C&J Energy Services Inc.'s $2.9 billion merger with Nabors Industries Ltd., ruling that despite the stockholders' "far better" arguments on appeal, they still hadn't convinced the panel to reverse.

  • March 23, 2017

    SEC Nets Insider Trading Settlement Over Merck Deal

    The U.S. Securities and Exchange Commission said Thursday it filed and settled claims against a Pennsylvania man who allegedly earned $60,000 by trading on a family member’s inside information about Merck & Co. Inc.’s 2014 acquisition of Idenix Pharmaceuticals Inc.

  • March 16, 2017

    Judge Sets Out Reasons For Barring Chicago Hospital Merger

    An Illinois federal judge on Thursday laid out his reasons for entering the injunction that killed a proposed merger between two Chicago healthcare systems last month, borrowing much of the Seventh Circuit’s analysis of the Federal Trade Commission's case to conclude that the combined systems would monopolize the city’s northern suburbs.

  • March 15, 2017

    Verizon Clinches $48M Coverage For Spinoff Fraud Suit

    A collection of insurance companies must cover Verizon and GTE for the $48 million they spent defending themselves against a $14 billion shareholder suit over an allegedly debt-laden spinoff, a Delaware court has ruled.

  • March 15, 2017

    Gilead Beats $50M Drug Bonus Call In Del. Chancery Ruling

    Gilead Sciences Inc. defeated a merger partner’s $50 million cancer-drug bonus demand after a Delaware Chancery Court ruled Wednesday that the Calistoga Pharmaceuticals Inc. compound involved never won the broad approval needed to qualify for the post-merger payment.

  • March 13, 2017

    Fox Rothschild Dodges Pa. Frivolous Bankruptcy Claim

    Fox Rothschild LLP dodged allegations on Friday that an attorney filed a frivolous bankruptcy petition in order to stave off a trial a client was facing in Pennsylvania state court over an aborted merger involving a Philadelphia-area travel agency.

Expert Analysis

  • Roundup

    Counsel To Counsel: Insights From Law Firm GCs

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    Catch up if you missed last week's special series spotlighting general counsel at four firms and the issues they encounter in an increasingly complex legal environment.

  • Memorable Lessons From Violin Memory And Other Auctions

    Sheon Karol

    When Violin Memory filed Chapter 11 in December, prospects for the company seemed grim. But the combination of rival offer methods and special process features resulted in an auction that exceeded all expectations, says Sheon Karol of The DAK Group.

  • Rebuttal

    In Support Of Delaware’s Merger Litigation Jurisprudence

    Andy Stern

    In a recent Law360 guest article, two members of the plaintiffs bar contended that Delaware’s materiality standard for corporate disclosure has become more corporate-friendly in recent years. But a closer inspection reveals that Delaware law remains focused on providing a fair balance between individual stockholder rights and the avoidance of frivolous litigation, say attorneys with Sidley Austin LLP.

  • Monthly Column

    Gray Matters: The Attorney-Client Team

    Robert Creo

    A 1979 study of attorney-client interactions revealed startling information: Despite years of education and training to hone their legal expertise, attorneys were not acting as independent counselors but rather allowing their clients to control them. Our experience is that this trend has accelerated, say dispute resolution experts Robert Creo and Selina Shultz.

  • Litigation Finance, Big Data And The Limits Of AI

    Christopher Bogart

    Theoretically, both better data and its better use should be able to improve results in litigation, and thus help litigation financiers allocate more capital to meritorious matters. However, while big data and artificial intelligence are intriguing additions to the litigation toolkit, they are far from turning litigation finance on its head, says Christopher Bogart, CEO of Burford Capital LLC.

  • Series

    Counsel To Counsel: Mama Said There'll Be Days Like This

    Peter J. Engstrom

    It's no longer enough for law firms simply to provide expert legal advice — we are expected to mirror clients' legal, ethics and social commitments and promises. For law firm GCs, the resulting job demands seem to grow exponentially, says Peter Engstrom, general counsel of Baker McKenzie.

  • Series

    Counsel To Counsel: A Law Firm GC's Data Protection Duties

    Thomas W. White

    Increasingly, we see companies in all industries seeking to perform various levels of due diligence on our information security defenses. We received three times as many diligence requests from clients and prospective clients in 2016 as we did in 2015. Some clients even conduct their own penetration tests, says Thomas White, general counsel of WilmerHale.

  • Series

    Counsel To Counsel: Evaluating Positional Conflicts

    Nicholas A. Gravante Jr.

    What happens when attorneys come to their general counsel’s office with knowledge of a potential positional conflict? While the inquiry will depend on the rules governing the particular jurisdiction, there are a few general questions to consider from both business and legal ethics perspectives, say general counsel Nicholas A. Gravante Jr. and deputy general counsel Ilana R. Miller of Boies Schiller Flexner LLP.

  • The 1st Case To Decline Corwin 'Cleansing'

    Gail Weinstein

    Saba Software Stockholder Litigation may be the first case in which the Delaware Chancery Court has declined to apply “cleansing” under Corwin, but the decision confirms the recent trend that Corwin cleansing of noncontroller stockholder-approved transactions is likely to be precluded only in unusual and egregious circumstances, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Series

    Counsel To Counsel: 5 Challenges For A Law Firm GC

    John Koski

    Regardless of where we live and practice, regardless of whether trade deals succeed or fail, and regardless of whether the movement of people or capital is easy or difficult, our clients will still have needs or problems far away from home, says John Koski, global chief legal officer at Dentons.