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Last Entry: March 31, 2011 at 05:52:00

Outbound Acquisitions by Indian Firms

Posted on March 04, 2011
I have written previously about the increase in outbound M&A activity by Indian firms. As I noted in my article ?Rising Multinationals: Law and the Evolution of Outbound Acquisitions by Indian Companies,? changes in India?s regulatory regime have played an...

23 Seconds

Posted on March 03, 2011
... really? That can't be true. Maybe it is. I don't know, but it's pretty ridiculous. From the SEC's order against Rajat Gupta: Gupta dialed into the October 23, 2008, Board meeting around the time it was scheduled to start...

Dollar's toothless defense

Posted on March 03, 2011
The ink on the Airgas opinion has barely dried and Family Dollar looks like it's trying to use the Just Say No defense to stave off an offer by Nelson Peltz. Peltz announced his offer to the world in a...

Go-shop just a fig leaf?

Posted on March 01, 2011
Andrew Ross Sorkin notes what others have been suspecting for some time -- that the go-shop is just a fig leaf to insure against potential liability in management-led buyouts. Reminds me of the paper on go-shops by Guhan Subramanian from...

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J.Crew MBO Approved

Posted on March 01, 2011
So, despite the flawed process, the useless fairness opinion, the fig-leaf go shop, and the problematic disclosure, the J.Crew MBO was approved by almost 64% of the company's outstanding shares. Looks like many of the large institutional investors in the...

Buying a sports franchise

Posted on February 28, 2011
Now that spring training is well under way, all good M&A attorneys should brush up on what's needed to get that acquisition done. Foley & Lardner provide an overview of the due diligence requirements of buying a professional sports team....

Barry and Hatfield on takeover defenses

Posted on February 27, 2011
Before Airgas gets too far into your rearview mirror - Jordan Barry and John Hatfield have recently posted a paper, Pills and Partisans: Understanding Takeover Defenses. Although Chancellor Chandler's opinion in Airgas may be the last word on the question...

Bebchuk on Airgas

Posted on February 24, 2011
Don't like the Airgas decision? Maybe you're with Chancellor Chandler in thinking that Interco wasn't all that bad - that fully-informed stockholders should have the right to decide whether or not to accept an offer. That's not the present law....

Joseph H. Flom, RIP

Posted on February 23, 2011
From Skadden: Joseph H. Flom, M&A Pioneer and Philanthropist, Dies at 87 NEW YORK ? February 23, 2011 ? Skadden, Arps, Slate, Meagher & Flom LLP announced today with profound sadness that Joseph H. Flom passed away this morning. He...

Once more into the MAC breach!

Posted on February 22, 2011
Once more unto the MAC breach, dear friends, once more; Or close the wall up with our dead deals. With apologies to Shakespeare. So Frontier and Holly have - nearly seven years later decided to try again - announcing a...

More on Genzyme's CVR

Posted on February 21, 2011
For those of you looking for an example of a publicly traded contingent value right agreement, you can download the Genzyme/Sanofi CVR here. Some may think that publicly traded CVRs are going to the be the wave of the future....

Wachtell's victory lap

Posted on February 19, 2011
AmLaw Daily declares Marc Wolinsky litigator of the week for his recent representation of Airgas. AmLaw Daily also posts Wachtell's Airgas client memo - their victory lap: Almost thirty years ago, our Firm announced there was a way?the poison pill?to...

Wachtell's victory lap

Skadden on Airgas

Posted on February 18, 2011
Skadden's client memo on Airgas is here. -bjmq

Where J Crew leaves us

Posted on February 18, 2011
David Faber at CNBC tells us what he really thinks about J Crew's "process" and the attempts to make it all right: The bottom line: go-shops are a waste of time. Fairness opinions are barely worth the paper they are...

Genzyme's top-up option

Posted on February 17, 2011
The Genzyme-Sanofi transaction is being structured as a tender offer with a back end short form merger (merger agreement). To accomplish the short merger, they are employing a top-up option. The top-up option language is below. The option is triggered...

Genzyme gets its CVR

Posted on February 16, 2011
The Sanofi-Genzyme deal was announced this morning: $74/share cash plus a tradeable CVR: Terms of the CVR agreement call for additional cash payments under certain circumstances. The CVR will be publicly traded. The agreement is structured such that the economic...

J Crew go-shop ends ... again

Posted on February 16, 2011
Once again ... no bidders and no one is surprised. -bjmq

158 page Airgas opinion

Posted on February 15, 2011
Download it, get a cup of coffee, close the door, and start reading this primer on the pill, Unocal, and "just say no" defense. Spoiler alert: Airgas wins and Air Products drops its bid and moves on. So, looks like...

Chinese "CFIUS process"

Posted on February 12, 2011
Reuters reports on China's announcement that China will begin subjecting inbound M&A activity to national security reviews - its own version of the US CFIUS process. Although the US security review system entails a voluntary filing, I suspect the Chinese...

Avoiding change in control provisions

Posted on February 11, 2011
Back in the fall of 2009 Merck acquired Schering-Plough. In order to avoid triggering a change in control provision that would have resulted in Schering-Plough losing its license to sell Remicade- a $3 billion a year drug for them, the...

SPAC regulation

Posted on February 11, 2011
James Murray has recently posted a nice over-view of the regulation of Special Purpose Acquisition Vehicles (SPACs). You download it on SSRN - The Regulation and Pricing of Special Purpose Acquisition Corporation IPOs. Abstract: Special Purpose Acquisition Corporations (SPACs) are...

More HuffPost

Posted on February 10, 2011
While we await the Airgas decision, Steve Pearlstein (who I had the pleasure of meeting once in Saigon) has some thoughts in the Washington Post on the AOL-HuffPost merger. He thinks its the AOL-TimeWarner deal all over again: AOL looking...

Airgas today

Posted on February 08, 2011
Airgas will be back in a Delaware court today. I'll be dropping in and out of the proceedings thanks to the good people at CourtroomView Network and updating the blog regularly during the day. -bjmq

HuffPost-AOL

Posted on February 08, 2011
All you need to know about the AOL - HufPost merger. Of course, more interesting is the behind scenes corporate law story about who actually owns Huffington Post. Christine Hurt over at The Conglomerate has the complete run-down on the...

Genzyme & Sanofi boards' Sunday meetings

Posted on February 06, 2011
Reuters is reporting that Genzyme and Sanofi's respective boards will be meeting on Sunday. A couple of things: The deal is expected to be priced at $74 in cash, or $19.2 billion, based on Genzyme's outstanding shares of 258.99 million...

Opportunities for visitors

Posted on February 04, 2011
Charleston is looking to hire some visitors for next year, including one in the business law area: The Charleston School of Law invites applications from potential visiting faculty members for one or both semesters of the 2011-12 academic year. Subject...

Of unexpected links

Posted on February 04, 2011
The guys over at the Business Law Prof blog have a sense of humor. That's good. -bjmq

Genzyme's CVR

Posted on February 04, 2011
I've been following the proposed Genzyme-Sanofi deal with some interest since Sanofi first made its move since what seems like many months ago. Reports are the parties are getting close to an agreement since they announced that Sanofi had entered...

BJ's for sale

Posted on February 03, 2011
OK, here's a little local color. If wasn't already clear enough by its earlier store closings and associated layoffs, BJ's announced today that it is considering "strategic alternatives": BJ's today announced that its Board of Directors, upon the recommendation of...

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