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

Parliamentary Report on Cadbury Acquisition

Posted on April 07, 2010
The UK Parliament's Committee on Business Innovation and Skills has just released its report on Kraft's acquisition of Cadbury (here). The report criticizes Kraft for what it calls Kraft's "cynical ploy" in promising to keep UK manufacturing facilities during the...

The Death of a FUN Deal

Posted on April 07, 2010
As predicted by our friend the Deal Professor, Apollo Management?s proposed $2.4 billion leveraged buyout of Cedar Fair, the amusement park operator, has died. This deal and its death are important for two reasons. One, it's yet another confirmation that...

Arbitration in Delaware

Posted on April 05, 2010
In the last couple of days there have been a couple of pieces on line (like this one) that suggest that arbitration proceedings in Delaware will be the end of the world for corporate law. I'll admit, my first thought...

Is Delaware Losing?

Posted on April 02, 2010
John Armour, Bernie Black, and Brian Cheffins have a new paper, Is Delaware Losing its Cases? that argues Delaware may well be losing its competitive edge with respect to corporate litigation. They focus their research on what Wachtell's Ted Mirvis...

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Red Sox Sold!

Posted on April 01, 2010
Not quite an April Fool's joke. According to Bloomberg the NY Times, which owns a portion of New England Sports Ventures - the Red Sox parent, sold 50 its 750 units to Henry McCance of Greylock Partners. The Times announced...

Poison Pill Use Declines

Posted on March 31, 2010
A Reuters piece cites FactSet SharkRepellent data to note that the number of shareholder rights plans in effect is at the lowest since 1990. The number of U.S. incorporated companies with a poison pill in effect hovered at 1,000 on...

UBS Insider Trading Ring

Posted on March 25, 2010
From the SEC's press release alleging that a former director at UBS shared inside information via ?coded? e-mails with college friends: ?They thought it was clever to use code words such as frequent flyer miles and wedding registry gifts to...

Looking for a White Knight

Posted on March 25, 2010
The once-venerated fashion label, Emanuel Ungaro, is looking for a white knight to buy the company. According to both the business press and the NY Post, Lindsay Lohan, Ungaro?s short-lived ?artistic adviser? ?may have been the straw that broke the...

K&E on Poison Pill Plumbing

Posted on March 24, 2010
Following the recent uptick in implementation of poison pills, K&E has published this client alert that nicely details the mechanics of various provisions of a shareholders rights plan. MAW.

Live Nation - Ticketmaster Analysis

Posted on March 24, 2010
Meese and Richman have a recent paper analyzing the competitive effects of the pending Ticketmaster-Live Nation merger, A Careful Examination of the Live Nation-Ticketmaster Merger. It's a little long, so pick out your favorite Springsteen album and set your iPod...

Kraft as "corporate pillager"?

Posted on March 23, 2010
Things have been percolating across the pond with respect to the official post-mortems of Kraft's acquisition of Cadbury. In the UK, the acquisition was the source of a good deal of angst -- generating "Keep Cadbury British" campaigns amongst employees...

For Sale: One Slightly Worn Basketball Team

Posted on March 23, 2010
According to multiple press reports (here, here, and here) , the owners of the Golden State Warriors have officially hung out a "for sale" sign. They're asking $400 million, but the franchise is slightly worn and may need a little...

Frequent Filers

Posted on March 18, 2010
Vice Chancellor Laster of the Delaware Chancery Court is apparently not impressed by attorneys who are able to file lawsuits within minutes sometimes of a merger's announcement ? ?frequent filers.? I wonder if one can get a concierge card after...

Astellas Launches Proxy Battle

Posted on March 17, 2010
You'll remember that Astellas made a hostile offer for OSI Pharmaceuticals earlier in the month. Along with their offer, they sued in Delaware to get the OSI board to consider the offer. Well, the board has considered the offer ($52/sh...

Sources of Value Destruction in Acquisitions

Posted on March 16, 2010
Harford, Humphrey and Powell have a new paper, Sources of Value Destruction in Acquisitions by Entrenched Managers. One conclusion is pretty straightforward and consistent with my first impression - if managers have excess cash, they tend not to be careful...

Fiduciary Duties and Illegal Acts

Posted on March 15, 2010
It's a little pet peeve of mine. I really dislike those law professor hypotheticals that try to get students to rationalize how it might be a director's duty to have the corporation violate the law. Why? Well, because the courts...

Lehman Autopsy

Posted on March 12, 2010
OK, so it's neither a merger nor an acquisition, but the Lehman "autopsy" is a good read. The entire set (multiple volumes) is available at Jenner & Block's website: here. I think it will take me quite a while to...

More Comcast/NBC Hearings Today

Posted on March 11, 2010
The Senate Commerce Committee is having more hearings on the Comcast/NBC deal today at 10:00am. Chirstine Varney (head of the DOJ's anti-trust division), Brian Roberts (CEO of Comcast), Prof. Christopher Woo (UPenn Law) are among those on the witness list...

Poor Ben. He Had No Choice...

Posted on March 10, 2010
Poor Ben. He may have made good ice cream back in the day, but he sure doesn't know the law. And he probably should have paid for better lawyers - Vermont lawyers, not those fancy ones from NYC. From a...

More on Earnouts

Posted on March 09, 2010
More on why earnouts are a bad idea - a new paper by Libby Weber, The Right Frame of Mind for M&A. One quibble - although earnout targets or benchmarks are often not meant, this doesn't mean that they are...

The century of the (volatile) emerging market?

Posted on March 08, 2010
I?ve been blogging a lot about cross-border M&A, mostly covering Indian conglomerates purchasing firms outside of India. Emerging markets are not just experiencing outbound deals, there is also a lot of interest by western firms in acquiring targets in these...

Takover Panel to Take Step Backwards?

Posted on March 05, 2010
Last week I noted that there appeared to be some blow-back from Kraft's successful acquisition of Cadbury's. The former Chairman of Cadbury made a speech in which he called for changes to the rules of the Takeover Panel to ensure...

Cash on the Balance Sheet

Posted on March 04, 2010
This morning's WSJ has an article suggesting that goods times are just around the corner for M&A lawyers. Actually, it's an article about the hole that is presently being burned in the pockets of managers as they sit on increasingly...

Historical Perspectives on the Financial Crisis

Posted on March 03, 2010
OK, I'm a sucker for financial history. Here's a new essay from Frank Partnoy (USD), Historical Perspectives on the Financial Crisis, that ties the "Match King" scandals of the 1920s directly to the Financial Crisis of 2008. Here's to unintended...

Astellas Hostile Offer

Posted on March 03, 2010
Astellas Pharma launched a hostile offer for OSI Pharmaceuticals yesterday. In conjunction with the offer, Astellas filed suit in the Delaware Chancery Court seeking to have the board pull its pill. Astellas' central claim is that OSI brushed off its...

Selectica NOL Pill Okay'd

Posted on March 02, 2010
Vice Chancellor Noble issued his ruling in Selectica v. Versata (Richards, Layton & Finger posted the opinion) late last week. This case is worth noting for two reasons. First, it involves one of the very few cases of a shareholder...

Dow and Futility

Posted on March 01, 2010
In re Dow, decided last month in the Chancery Court, is a good review of the mechanics of futility pleading since this is an area that students sometimes find confusing, it?s probably worth thinking about this for a few minutes...

Overview of Indian Takeover Regulation

Posted on February 26, 2010
Sandeep Parekh at IIM recently posted a paper that includes a short introduction to takeover regulation in India, Indian Takeover Regulation - Under Reformed and Over Modified. Given the recent increase in cross-border transactions involving India, this paper is worth...

Hummer Deal Finally Dies

Posted on February 25, 2010
So it's hardly a surprise to anyone paying attention that GM's deal to seller its Hummer unit to an unknown privately owned company from the interior of China died yesterday. (GM announcement here) GM announced that it would begin to...

Limits on Termination Fees

Posted on February 24, 2010
While Delaware does not take a brightline rule approach to limiting the size of termination fees, other do. Last week, I referred to a paper from John Coates comparing Delaware's standards with respect to termination fees with the UK's rule-based...

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