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

BJ's [ed. Wholesale Club] 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 [Wholesale Club] announced today that it is considering "strategic alternatives": BJ's today announced that its Board of Directors, upon the...

Airgas - a natural experiment

Posted on February 02, 2011
Lucien Bebchuk, Alma Cohen and Charles Wang have just posted a paper on SSRN, Staggered Boards and the Wealth of Shareholders: Evidence from a Natural Experiment. In the paper they test the effect of the recent Airgas decisions - in...

J Crew - but we had a deal!

Posted on February 02, 2011
J Crew has filed a letter with the court in response to the plaintiff's letter. You can download it here. Rather than subvert the MOU, defendants argue in their letter that they have fully complied with the terms of the...

J Crew settlement in trouble

Posted on February 01, 2011
In the most cynical view of the shareholder lawsuit, managers are happy to settle even spurious claims because the global release and settlement generates effectively a 'get out of jail free' card absolving them of any fiduciary failings that may...

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Genzyme deal reached?

Posted on January 31, 2011
So says Reuters: U.S. biotech company Genzyme Corp and French drugmaker Sanofi-Aventis SA have reached an agreement in principle on the outlines of a merger deal, three sources familiar with the situation said on Monday. The agreement in principle would...

Genzyme due diligence

Posted on January 31, 2011
Reuters and Bloomberg are reporting that Sanofi has executed a nondisclosure agreement (text here) with Genzyme. That likely means that the two are far enough along in their discussions to begin due diligence. It also suggests that Sanofi and Genzyme...

Sara Lee discussing spin-off

Posted on January 28, 2011
Listen in right now. Sara Lee is discussing its plans to pursue a break up of its business through a spin-off. It hasn't come up with a name for its "Coffee Co" so I'm sure Sara Lee would appreciate suggestions!...

Insider trading still a bad idea

Posted on January 28, 2011
OK, I'll let the allegations in the a couple of early paragraphs of this recent SEC complaint speak for themselves: Beginning in at least August 2010, defendant Zizhong Fan, a manager at Seattle Genetics, learned confidential information about positive clinical...

Airgas ruling on Feb 8

Posted on January 28, 2011
According to Reuters Legal, Chancellor Chandler will issue his ruling in the Airgas rights plan case on Feb. 8. So, look for it then. I don't have any additional insight on the hearing mostly because Courtroom View decided to make...

HSR Threshholds Raised for 2011

Posted on January 26, 2011
Here are a few law firm memos on the increase: Cooley Dorsey & Whitney Weil WilmerHale MAW

Dynegy gets no takers on its 'go-shop'

Posted on January 26, 2011
According to Reuters Dynegy was not able to coax anyone to make an offer to top Carl Icahn's $665 million offer for the company. The company updated its 14d-9 to include the following disclosure regarding the go-shop process: Of the...

Hey Sanofi - hire me!

Posted on January 25, 2011
The talks between Genzyme and Sanofi apparently continue with the parties still at odds over a proposed earnout tied to performance of a pipeline drug. I guess though the talks are still in process, Sanofi is feeling sufficiently comfortable that...

Poison pill in Delaware court on Tuesday

Posted on January 24, 2011
So, tomorrow Chancellor Chandler will take up the question of whether to order the Airgas board to pull its pill. Air Products, you'll remember, has been pursuing Airgas for many months now. Airgas has steadfastly said "No." In the fall...

NBC-Comcast deal approved

Posted on January 20, 2011
The FCC granted approval for the NBC-Comcast transaction yesterday. The deal was announced last Spring and has been pending approval since then. You'll remember that because the NBC-Comcast deal involves broadcast and cable properties, it required the approval of the...

"I plead guilty because I am guilty."

Posted on January 18, 2011
Attorney Arthur Cutillo (Villanova Law, '05) pleads guilty to his role in the Galleon insider trading ring. Background from the US Attorney's press release: At all relevant times, CUTILLO worked at the law firm of Ropes & Gray LLP. In...

Icelandic backlash

Posted on January 18, 2011
Clearly since the financial crisis, Iceland has been on its heels. Dealing with the incredible debt that Icelanders have been left to pay has forced some very difficult decisions on the current government. One of those was the decision to...

Icelandic backlash

J Crew gets no bids ... no one is surprised...

Posted on January 17, 2011
According to Bloomberg J. Crew apparently apparently got no bids during its go-shop period that ended on Jan. 15. I must admit, given that the incumbent CEO has a clear preference for TPG/Leonard Green, this result is hardly surprising. -bjmq

Boycotting Walmart in South Africa?

Posted on January 17, 2011
Shareholders in South Africa just approved Walmart's $2.3 billion acquisition of South African retailer Massmart. Now the Congress of South African Trade Unions (COSATU) - who opposed the sale - have called for the 'mother-of-all-boycotts': "We urge shareholders to vote...

J. Crew conflicts

Posted on January 13, 2011
Bloomberg highlights the various potential conflicts of interest associated with J. Crew's pending going private deal with TPG (unembeddable video here). -bjmq

2011: An M&A Rebound?

Posted on January 12, 2011
I am teaching M&A again this semester. In my first class yesterday, I tried to give my students a sense of how M&A deal activity has been faring over the past several years and where things are expected to go....

US takeover guide

Posted on January 11, 2011
Clifford Chance has a nice (glossy) 52 page guide to US takeover law. Download it here. -bjmq

Trading on rumors doesn't pay

Posted on January 11, 2011
Turns out that trading on rumors doesn't pay. Who knew!? Just another reason to hold a low-cost index fund. From Bloomberg - if you hear a merger rumor, short the stock. You'll do better over time. Electronic news services, brokerages...

Tenet delays shareholder meeting

Posted on January 10, 2011
Tenet Healthcare (a Nevada corp) is in the midst of fighting off an unsolicited $3.3 billion offer from Community Healthcare Systems. The Tenet board characterized the CHS offer (a 40% premium) as "inadequate and opportunistic" and "grossly undervaluing" Tenet and...

Governance and returns on cross border transactions

Posted on January 10, 2011
Rene Stulz and his co-authors have a new paper, Globalization, Governance, and the Returns to Cross-Border Acquisitions, examining the returns cross border acquisitions. Interesting, it looks like acquirers from countries where corporate governance is poor tend to over-pay...

Has the market killed "Just Say No"?

Posted on January 07, 2011
So says Donald Drapkin. Although the law hasn't moved this far, yet markets and investors just won't let it happen anymore. Drapkin's observation highlights the sea-change that has occurred over the past three decades. During the 1980s target boards sought...

Lel & Miller on M&A and Managerial Discipline

Posted on January 07, 2011
More grist for the market for corporate control mill: Lel and Miller have a new paper "Does Takeover Activity Cause Managerial Discipline? Evidence From International M&A Laws". Abstract: We examine the causal effects of the market for control on managerial...

Private Equity ... 2011

Posted on January 07, 2011
More predictions. Up against deadlines, PE will splurge in 2011, from The Street: "This year will be a good year for private equity. They are incentivized and under a fair amount of pressure and be more aggressive to get the...

More prognostications for 2011 ... cross border protectionism

Posted on January 06, 2011
Reuters suggests protectionism could stall Asian M&A - particularly in the resource and financial sectors: "We have seen increased level of scrutiny and governmental control being applied to cross-border and M&A transactions and there is a more protectionist flavor currently...

RIP Don Tyson

Posted on January 06, 2011
Don Tyson passed today. Without Don Tyson there would be no In re IBP, Inc. Shareholder Litigation. Remember it was Don Tyson who decided to walk away from Tyson's acquisition of IBP and then call a MAC. -bjmq

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