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Mergers & Acquisitions

  • November 13, 2018

    Uber Board Wasn't Conflicted Before Otto Deal, Chancery Told

    Attorneys for Uber and its directors told a Delaware vice chancellor Tuesday that stockholders who challenged the company’s disastrous, $680 million deal to buy self-driving truck startup Ottomotto failed to show that company directors were too conflicted to assess failures and pursue damages.

  • November 13, 2018

    Payment Processor Hit With Investor Suit Over Sale To NCR

    An investor in online payment firm JetPay Corp. filed suit Monday in Delaware federal court, saying disclosures made by the company and its directors regarding its proposed acquisition by NCR Corp. left out material information needed by shareholders before voting on the transaction.

  • November 13, 2018

    Deals Rumor Mill: WeWork, Aramco, BMW

    WeWork nabbed $3 billion from SoftBank, Saudi Aramco still plans to go public, and BMW is talking to banks while it weighs selling off its credit card unit.

  • November 13, 2018

    Pa. Water Co. Wants Seller To Cover Subsidiary's Legal Costs

    Pittsburgh-based Evoqua Water Technologies Corp. wants French company Bio UV Group SAS to pick up the legal bills for a company Evoqua bought from it in 2016, claiming in state court Tuesday that a hot-tub maker's claims against the purchased company should be covered by the indemnification language in the stock purchase agreement.

  • November 13, 2018

    Telecom Transferee Owes $13M In Tax Interest, 9th Circ. Rules

    A man must pay over $13 million in interest after the Ninth Circuit agreed with the U.S. Tax Court on Tuesday that the interest was part of his overall tax debt to the Internal Revenue Service.

  • November 13, 2018

    Kirkland Lands EU Antitrust Expert From Freshfields

    Kirkland & Ellis LLP has nabbed a European Union law expert with experience guiding companies through mergers as a partner in its London office, the firm has announced.

  • November 13, 2018

    Sainsbury, Walmart Unit Say UK Merger Concerns Unfounded

    Grocery outlet Sainsbury and Walmart Inc.'s U.K. subsidiary have responded to criticisms that their proposed merger would harm competition, saying in a report made public Tuesday that it would instead lead to an increase in competition and lower prices for consumers.

  • November 13, 2018

    AstraZeneca Inks $1.5B Sale Of US Respiratory Drug Rights

    AstraZeneca will sell the U.S. rights to a respiratory drug to Sobi for $1.5 billion in cash and stock up front as part of a push to streamline its portfolio of drugs, the U.K.-based pharmaceutical giant said Tuesday.

  • November 13, 2018

    High Court Won’t Hear $3M Disgorgement Challenge

    The U.S. Supreme Court said Tuesday it will not review a First Circuit ruling that an ex-CEO at a behavioral health company who supposedly pursued a merger out of self-interest must disgorge $3 million to shareholders, even though a Massachusetts federal jury initially found the investors weren’t financially harmed.

  • November 13, 2018

    Trump Picks Regulatory Czar For Kavanaugh's DC Circ. Seat

    President Donald Trump on Tuesday named the chief of the Office of Information and Regulatory Affairs for the D.C. Circuit post vacated by U.S. Supreme Court Justice Brett Kavanaugh, setting off a nomination fight for what's viewed as the nation's second-highest appeals court.

  • November 13, 2018

    Trump Cheers Cable Group's Call For Comcast Antitrust Probe

    President Donald Trump on Monday said he supported a call by a cable industry group to investigate alleged anti-competitive activity by Comcast Corp., specifically with regard to its merger with NBC Universal.

  • November 13, 2018

    3 Firms Guide PE Firm’s $655M Sale Of Sonneborn

    One Equity Partners has agreed to sell specialty hydrocarbon chemicals business Sonneborn to Dallas-based oil refining company HollyFrontier Corp. for $655 million, the companies said Tuesday, in a deal piloted by Baker McKenzie, Morgan Lewis & Bockius LLP and Wachtell Lipton Rosen & Katz.

  • November 13, 2018

    Simpson Thacher Leads Johnson Controls In $13.2B Unit Sale

    Johnson Controls, advised by Simpson Thacher & Bartlett LLP, said Tuesday it will sell its power solutions business for $13.2 billion to Brookfield Business Partners LP and other investors, as the technology and industrial company looks to cut noncore assets and improve its financial position.

  • November 9, 2018

    GCs Predict Spending Spike For Firms In Cybersecurity, M&A

    Continuing a steady uptick in outside counsel spending, top legal decision makers are projected to spend billions more on law firms next year, with areas like cybersecurity and data privacy and mergers and acquisitions expected to see big gains, according to a report released Monday.

  • November 12, 2018

    Veritas, Evergreen To Take Athenahealth Private For $5.7B

    Veritas Capital and Elliott Management affiliate Evergreen Coast Capital said Monday they will take Massachusetts-based Athenahealth private for $5.7 billion in cash, a deal that follows pressure from the activist hedge fund.

  • November 12, 2018

    Jones Day Reps SAP In $8B Qualtrics Buy Ahead Of IPO

    Germany’s SAP SE, led by Jones Day, on Sunday inked an $8 billion cash deal for Qualtrics International Inc., snapping up the U.S.-based experience management software provider ahead of an anticipated initial public offering.

  • November 9, 2018

    Third Point Scales Back Campbell Board Takeover Bid

    Hedge fund Third Point LLC on Friday scaled back its bid to control Campbell Soup Co.’s board following what it called “decades of underperformance,” announcing its intent to nominate five independent director nominees instead of the originally planned 12.

  • November 9, 2018

    $5M Frozen For Chancery Battles Over $52M Good Tech Deal

    Good Technology Corp. stockholder beneficiaries of a $52 million pair of Delaware Chancery Court settlements over the company’s disputed sale to BlackBerry Ltd. have agreed to hold back $5.1 million from distributions pending resolutions with large investors excluded from the deal.

  • November 9, 2018

    Deals Rumor Mill: BlackBerry, Permira, ADM

    BlackBerry is discussing a deal to buy Cylance Inc., Permira wants to sell off Teraco Data Environments, and Archer Daniels Midland floated a deal to buy Molinos Agro’s livestock feed and soy oil manufacturing plant.

  • November 9, 2018

    Aegean Marine Gets Interim Access To $532M DIP Package

    After two days of a contentious battle over bankruptcy financing provisions, Greek marine refueling company Aegean Marine Petroleum Network Inc. was given the go-ahead Friday to begin withdrawing from a $532 million debtor-in-possession loan package provided by its potential buyer.

Expert Analysis

  • It’s Time For Law Firms To Start Talking About Gen Z

    Eliza Stoker

    Since the oldest members of Generation Z aren’t even finished with law school yet, law firm management is in a unique position to prepare for their entrance into the legal workforce, says Eliza Stoker of Major Lindsey & Africa.

  • What We Heard At The FTC Hearings: Day 8

    Barry Reingold

    The fifth hearing in the Federal Trade Commission’s series on competition in the 21st century addressed vertical mergers and the consumer welfare standard. Barry Reingold of Perkins Coie LLP offers some key takeaways.

  • Shaping Health Care In America Through M&A And Innovation

    Mark Goran

    Research conducted by our firm explores two different kinds of health care transactions, shedding light on why they are occurring and areas where we expect to see future deals proliferate, say Mark Goran and Michael Dolan of Polsinelli PC.

  • Q&A

    Back To School: Yale's Linda Greenhouse Talks Journalism

    Linda Greenhouse

    In this series featuring law school luminaries, Yale Law School lecturer and Pulitzer Prize-winning reporter Linda Greenhouse discusses her coverage of the U.S. Supreme Court, the conservatives' long game and trends in journalism.

  • Opinion

    Celebrate Veterans By Improving Their Access To Justice

    Linda Klein

    Attorneys should think beyond the Veterans Day parades and use their time and talents to help the many veterans facing urgent legal issues, says Linda Klein of Baker Donelson Bearman Caldwell & Berkowitz PC.

  • Beware FCPA Risks When Courting Foreign Investment

    Brandt Leibe

    As the growth of foreign direct investments in the U.S. continues, companies and their employees should focus on the risk that they are interacting with “foreign officials” — as defined by the Foreign Corrupt Practices Act and the courts — even if that interaction takes place entirely within the U.S., say attorneys with King & Spalding LLP.

  • Opinion

    Time To Reclaim Wellness For All Lawyers

    Leesa Klepper

    The decision last month by Baker McKenzie’s global chairman to step down due to exhaustion indicates that the legal profession needs to mount a broader wellness effort to address long hours, high stress, frequent travel and the daily demands of practice, says Leesa Klepper, director of Thrivewell Coaching.

  • Tips For Drafting M&A Agreements After Akorn

    Gail Weinstein

    The Delaware Chancery Court's recent decision in Akorn v. Fresenius has been widely reported because the court, for the first time, found that a target company had suffered a “material adverse effect.” But the 246-page opinion is also a primer on how the court may interpret numerous standard provisions in merger agreements and in corporate contracts generally, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Learning From A Failed Merger: The Sinclair-Tribune Pitfalls

    Richie Falek

    ​In light of ​r​​egulatory success in recent major media mergers, the termination of Sinclair​ Broadcast​’s attempted acquisition of Tribune Media came as a shock to many.​ Attorneys with Winston & Strawn LLP explain what went wrong and discuss how to avoid having a deal suffer a similar fate.

  • Protecting Law Firm Talent At Both Ends

    Susan Blakely

    By 2030, it is possible that 75 percent of lawyers practicing in the U.S. will be millennials. A broadened focus on retention and advancement of all young lawyers is therefore a logical step forward but it fails to address another major retention issue that law firms should explore, says Susan Smith Blakely of LegalPerspectives LLC.