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Post Frequency: 6.5/day

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

Kraft closes Cadbury plant at center of controversy

Posted on January 06, 2011
Kraft had promised not to close the Bristol (UK) plant and save the plant's jobs as part of its acquisition of Cadbury. That turned out to be a false promise. The plant has just closed. Cadbury has confirmed the last...

Happy New Year ... is that another merger wave coming?

Posted on January 05, 2011
Ok, I'm back. What with the holiday, writing, and getting ready for the new semester, I don't know where the time goes. In any event, I'm back...and with good tidings for the new year. CNBC is back on the band...

Lipton on Shareholder Rights Plans

Posted on December 29, 2010
Marty Lipton is widely regarded as the creator of the poison pill. He is interviewed by The Deal and walks through his motivations for developing the poison pill during the hostile takeover boom of the 1980s. Notwithstanding criticism from the...

AALS Section on Transactional Law and Skills

Posted on December 27, 2010
A message from Professor Tina Stark: If you are attending the AALS Meeting, please come to the organizational meeting of the provisional AALS Section on Transactional Law and Skills and sign the petition in favor of creating the new Section....

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Compellent's poison pill

Posted on December 17, 2010
In a real belt-and-suspenders approach to making sure there isn't another bidding contest, Dell is requiring its most recent target, Compellent, to adopt a shareholder rights plan as a condition of its merger. On Dec. 13, Dell announced that it...

Glengarry Glen Christmas

Posted on December 17, 2010
In a nod to one of the best business movies ever, Santa's emissary (Alec Baldwin) makes it clear that this sad group of elves must "Always Be Closing Cobbling." Merry Christmas! -bjmq

12 more years of Leo Strine

Posted on December 15, 2010
Vice Chancellor Strine's appointment for a second 12-year term was approved by the Delaware State Senate yesterday. -bjmq

Taxes and Marginal Utility

Posted on December 14, 2010
Over at ProfsBlawg, Matt Bodie (following up on a post by Stephen Bainbridge) comments on a WSJ editorial entitled "Billionaires on the Warpath?" and concludes, among several other things, that a progressive tax code is simply a matter of economics:....

Strine's term is up already?! Where has the time gone?

Posted on December 10, 2010
I wasn't paying attention. I figured he'd be around forever. This piece on the Delaware Grapevine blog reminds that Vice Chancellor Strine's 12 year term on the Chancery Court recently expired: His 12-year term expired Nov. 9. A judge is...

Blue Horseshoe loves Anacot Steel

Posted on December 09, 2010
Please. If you are going to engage in insider trading, don't quote Wall Street in your coded e-mails. I mean, everybody has seen that movie. It's pathetic. The SEC saw through that ruse and charged a couple of fraternity brothers...

This year in MACs

Posted on December 09, 2010
This blog made a bit of a splash a couple of years ago when first were trying to invoke MACs left and right. Of course, the world seemed like it was about to collapse. If that's not a MAC, then...

Go-shop and then a match

Posted on December 08, 2010
The J. Crew deal is one where there will no doubt be some legal scrutiny, given the possible deficiencies in the process. Whether those challenges will succeed is of course an entirely different matter. The parties in that transaction included...

No earnout for you.

Posted on December 07, 2010
Sanofi wisely punts on the proposed earnout for Genzyme. Back to square one. -bjmq

Bad tech support

Posted on December 07, 2010
You know that tech support guy at the office? The one with the pocket-protector who seems totally out to lunch when it comes to anything other than networks and hardware? Yeah, that guy. Well, be careful what information you share...

J. Crew deal raises eyebrows for good reason

Posted on December 07, 2010
I've spent a lot of time recently looking at filings of acquisition-related litigation. And just about the time I start thinking that all these suits are useless pie-dividing exercises, along comes a set of facts like J. Crew that makes...

Chancellor Chandler and Airgas...

Posted on December 03, 2010
I don't know, but I think Chancellor Chandler isn't all that impressed with the Supreme Court reversing his decision in the Airgas case. He sent a letter to the parties yesterday (Letter here) with a number of questions seeking supplemental...

Adams on Airgas drafting

Posted on December 03, 2010
I'll second Michael's suggestion that you take a look at Ken Adams' new blog. Here's a good place to start. Ken offers his two cents on the Airgas opinion and contract interpretation: Generally, year and annual are ambiguous, as it?s...

Year end merger reviews

Posted on December 03, 2010
It's December, time for law firm reviews of the deal year that was. Here's Paul Weiss' contribution (24 pages). This study includes a survey of the largest 25 transactions from August 2009 through July 2010 (year 3 in charts below)....

The End of an Era

Posted on December 02, 2010
Ken Adams, who has been posting at TheAdamsDrafting Blog since 2006 (over 700 posts served), has packed his bags and moved to The Koncise Drafter, where he will continue to post his thoughts on contract drafting, the contract process and...

Sanofi thinks earnout is "interesting"

Posted on December 01, 2010
Sounds like a negotiation! "A contingent value right would be a way to bridge a gap when different parties have different ideas on valuations," Sanofi Chief Financial Officer Jerome Contamine told Reuters on Wednesday. "It's an interesting idea in principle,"...

Bad Accountants

Posted on December 01, 2010
With all the interest in the ongoing Galleon/SAC/expert networks insider trading investigation, this run of the mill scam almost slipped past. Thankfully this one doesn't involve lawyers - just bad accountants and traders. The SEC charged a former Deloitte Tax...

Bartlett and Poulsen on LBO returns

Posted on November 30, 2010
Robert Bartlett and Annette Poulsen have posted their paper, Determinants of Buyout Returns: Does Transaction Strategy Matter, on SSRN. They make some interesting observations and conclusions about various LBO strategies - they put some useful color on the traditional understanding...

Airgas: Potato, potahto.

Posted on November 29, 2010
The Deal Prof has a run-down on the Airgas decision. He has it about right: The signal this reversal sends is that it basically says don?t worry about the language of your contracts so long as everybody ?knows? what it...

Termeer interview in Le Figaro

Posted on November 29, 2010
Genzyme's CEO Henri Termeer gave an interview to Le Figaro in which he discussed the possible sale of Genzyme to Sanofi as well as the prospects of employing an earnout. You can read it here. I'd suggest the Google translate...

Thanksgiving deal

Posted on November 25, 2010
Who announces a deal on Thanksgiving?! Delmonte, it seems. ??Vestar Capital Partners and a fund run by Centerview partner James Kilts will join KKR in the deal, which ranks as one of the largest U.S. leveraged buyouts of the year....

Like athletes using performance enhancing drugs

Posted on November 24, 2010
Inside information ... a financial steriod. -bjmq

Airgas bylaw reversed by Supreme Court

Posted on November 23, 2010
See that there? That's egg on my face (ARG-DelSupCtOpinion). It's a total victory for Ted Mirvis and Wachtell. The Supreme Court even cited approvingly to the ABA's form book. The Supreme Court overturned the Chancery Court, basically holding that since...

Quattrone's thoughts on M&A exits

Posted on November 22, 2010
One of the more surprising developments over the past couple of years has been the rehabilitation of Frank Quattrone. During the Internet bubble, Quattrone was investment banker to Netscape and Amazon among others. He got caught up with spinning hot....

Genzyme and the CVR solution

Posted on November 22, 2010
Gina Chon and Preeta Das at the WSJ have an article this morning suggesting that Genzyme might be open to a deal with Sanofi if it's given certain back-end protections for its shareholders. The basic problem that has stood in...

Boston hedge funds raided by FBI

Posted on November 22, 2010
"Ripples from the Galleon insider trading scandal..." -bjmq

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