Corporate

Recent Posts

More Shareholder Litigation Involving Corporate Inversion Transactions
Posted on 8 Oct 2014 by Kevin M. LaCroix

One of the more distinctive business trends in recent months has been the surge of so-called corporate inversion transactions, in which a domestic U.S. company merges with a non-U.S. company, with the the successor company to be based in the foreign country... Read More

Comcast Merger Raises Questions, but Any Answers?
Posted on 18 Feb 2014 by Brian JM Quinn

It's no surprise that the proposed Comcast-TWC merger raises questions about consolidation in the cable business. But it's hard to say that there are any simple answers. The issues that are raising some of the loudest concerns stem from the fact... Read More

In a Must-Read Opinion, Delaware Court Rejects Bid to Block Massey Merger
Posted on 2 Jun 2011 by Kevin M. LaCroix

According to news reports , on June 1, 2011, Alpha Natural Resources completed its $7.1 billion acquisition of Massey Energy Company. The deal went forward despite last minute efforts by groups of Massey shareholders proceeding in West Virginia and... Read More

Treasury Moves on Inversions
Posted on 23 Sep 2014 by Doug Esten

Sure as Fall has followed Summer, now Treasury is seeking to end the Summer of the Inversion by adopting rules to reduce incentives to pursue such deals. If there is going to be any policy action to shut down inversions, it can only happen through Treasury... Read More

Davidoff on Airgas
Posted on 13 Jan 2012 by Brian JM Quinn

Steven Davidoff has just posted a nice case study of the Airgas decision forthcoming in the Columbia Business Law Review. Steven had a front-row view of the Airgas hostile offer and subsequent litigation. (Google Deal Prof and Airgas if you don't... Read More

M & A Begins to Roar
Posted on 1 Aug 2013 by David N. Feldman

Lately it’s been reported that mega-mergers are coming back in a variety of industries. We have waited quite awhile for this to happen. We hope that will also begin to trickle down to the middle and lower middle market of deals. There are pluses... Read More

Walgreens: High Water Mark For Inversions?
Posted on 6 Aug 2014 by Brian JM Quinn

Walgreens had been working on and considering an inversion for some time, but today it dropped plans to relocate to the UK and announced that it would purchase all of the shares of Alliance Boots (UK) that it did not already own. Does Walgreens' decision... Read More

Summer of the Inversion, Continued
Posted on 31 Jul 2014 by Brian JM Quinn

See Summer of the Inversion, Part 1 , which includes a video explainer on inversion deals So, inversions are continuing in rapid fashion. Even Mylan - whose CEO is the daughter of West Virginia Senator and former Governor Joe Manchin (see: " what... Read More

New Delaware Standard Proposed for Review of Target Boards
Posted on 28 Jul 2011 by Francis G.X. Pileggi

Professor Samuel C. Thompson, Jr., Professor of Law and Director of the Center for the Study of Mergers & Acquisitions at the Pennsylvania State University School of Law, has written an article that proposes a new single standard to address the... Read More

Microsoft's Matching Right for NVIDIA
Posted on 7 Jun 2011 by Brian JM Quinn

InformationWeek took a look at NVIDIA's recent 10-Q and noticed something interesting. Microsoft has held a matching right in NVIDIA since 2000, and NVIDIA apparently has the ultimate takeover defense in place. Here's the description of the... Read More

Positive M&A Outlook: Merrill DataSite and mergermarket Report
Posted on 15 Nov 2011 by Megan Muir

A new M&A Corporate Development Report from Merrill DataSite and mergermarket was released this past week. It addresses the M&A outlook for the coming year. They report finding a largely positive view toward M&A deal volume and deal values... Read More

Speed Reading: Top 10 Considerations When Doing M&A Due Diligence
Posted on 22 Jul 2010 by Frank Aquila & Melissa Sawyer

Excerpt: Planning a significant due diligence process can be daunting, even for experienced deal makers. Some foresight and a little preparation can make the process go smoothly. Spending a few hours at the outset thinking through the process carefully... Read More

Delaware Supreme Court Lifts Injunction; Allows Vivendi/Activision Deal to Proceed
Posted on 15 Oct 2013 by Francis G.X. Pileggi

Activision Blizzard Inc. v. Hayes et al. , No. 497-2013, order issued (Del. Oct. 10, 2013). In a rare ruling from the bench, after oral argument, the Delaware Supreme Court reversed an injunction granted by the Court of Chancery in Hayes v. Activision... Read More

Sutherland Legal Alert: Successful Techniques in M&A Auctions
Posted on 22 Sep 2010 by Eversheds Sutherland LLP

by Robert J. Pile, David A. Zimmerman, Jennifer D. Lambert and Brian M. Murphy The last several years have seen the investment banker-led auction become a common method of selling businesses. Many interested buyers participate in auctions, and follow... Read More