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Former Apple GC Joins Bingham Corporate Group

Wednesday, Mar 17, 2010

Former Apple Inc. general counsel Daniel Cooperman has joined Bingham McCutchen LLP as of counsel in the firm's Silicon Valley corporate practice.

Troutman Advises Massey On $960M Cumberland Deal

Wednesday, Mar 17, 2010

Massey Energy Co. has revealed plans to increase its coal reserves by purchasing privately held Cumberland Resources Corp. and affiliated companies for $960 million in cash and stock.

Dutch Pension Fund Takes Aim At BofA, Merrill Deal

Wednesday, Mar 17, 2010

Europe's largest pension fund has sued Bank of America Corp. and a score of executives for hiding bonus payouts and "massive" losses during the banking giant's 2008 takeover of Merrill Lynch & Co.

Fredrikson & Byron Reps Medtronic In $3B Debt Offering

Wednesday, Mar 17, 2010

Medtronic Inc. is planning to offer $3 billion of debt in a three-part sale, a move the medical device giant said would help generate cash for working capital and general corporate purposes, including possibly paying down its indebtedness.

Asahi Kasei Ends Suit Over $91M Arbitration Award

Wednesday, Mar 17, 2010

Following a settlement, Asahi Kasei Pharma Corp. has dropped a suit to enforce a $91 million arbitration award against Cotherix Inc. over a drug licensing deal that went south in the wake of a Cotherix merger.

Skadden Advises Citi On $216M Primerica IPO

Wednesday, Mar 17, 2010

Citigroup Inc. revealed further details of an initial public offering for its Primerica Inc. subsidiary on Wednesday, saying it will sell 18 million shares of its life insurance unit for $12 to $14 per share.

EMC Sues Ex-Employees Over New Rival Company

Wednesday, Mar 17, 2010

EMC Corp. has sued two former employees for allegedly using proprietary information to start a rival consulting company, an action EMC says violates an agreement the pair signed when it hired them and acquired their former business for more than $200 million.

Astellas Attempts To Oust OSI Board In Takeover Bid

Wednesday, Mar 17, 2010

Japanese pharmaceutical giant Astellas Pharma Inc. wants to replace the board of OSI Pharmaceutical with its own nominees as it pushes forward with its $3.5 billion hostile takeover bid.

Amacore Directors Dropped From $14M Merger Spat

Wednesday, Mar 17, 2010

Two directors of Amacore Group Inc., which sells discount health plans, and the directors' financial advising firm have been dismissed from a lawsuit over Amacore's $14 million acquisition of fellow health plan provider LifeGuard Benefit Services Inc.

Counsel Inadequate In Revlon Shareholder Suit: Judge

Tuesday, Mar 16, 2010

Criticizing the plaintiffs' original counsel for failing to take a more active role in the litigation, a Delaware judge on Tuesday appointed new lead counsel for a putative class of Revlon Inc. shareholders in a lawsuit over a takeover by the company's controlling shareholder.

Musicland Investor Teo Pays $1M For Insider Trading

Tuesday, Mar 16, 2010

The U.S. Securities and Exchange Commission has reached a nearly $1 million consent judgment against Alfred Teo for alleged insider trading involving Musicland Stores Corp. and C-Cube Microsystems Inc., though Teo continues to dispute the agency's claims of false filing.

Exxon, XTO Deal Secures Antitrust Clearances

Tuesday, Mar 16, 2010

Exxon Mobil Corp.'s plan to acquire natural gas producer XTO Energy Inc. has cleared the necessary antitrust hurdles, moving the deal closer to completion.

Nixon Peabody Nabs Paul Hastings Sports Deals Atty

Tuesday, Mar 16, 2010

Killing three birds with one stone, Nixon Peabody LLP has bolstered its private equity, mergers and acquisitions, and global sports and entertainment practices by luring from Paul Hastings Janofsky & Walker LLP a corporate finance partner who focuses on sports deals.

Kraft Defends Plan To Shutter UK Cadbury Plant

Tuesday, Mar 16, 2010

Under fire from U.K. politicians and union leaders, a Kraft Foods Inc. executive said Tuesday the company “acted in good faith” when it pledged to preserve a Cadbury PLC production plant that will now close its doors as part of the company's $19 billion takeover of the British confectioner.

DOJ Squares Off Against Dean Foods In Merger Fight

Tuesday, Mar 16, 2010

The U.S. Department of Justice is fighting a bid by Dean Foods Co. to get a key claim booted from the DOJ's antitrust lawsuit seeking to undo Dean's recent acquisition of two milk processing plants in Wisconsin.

EU Hands Review Of €246M Shell Sale To Greek Gov't

Tuesday, Mar 16, 2010

The European Commission has agreed to let Greece's competition regulator handle the review of Motor Oil Corinth Refineries SA's proposal to buy Royal Dutch Shell PLC's Greek fuel and bitumen businesses for nearly €246 million ($338 million).

Dodd Reveals Financial Reform Bill Amid Criticism

Monday, Mar 15, 2010

Senate Banking Committee chairman Christopher Dodd, D-Conn., unveiled long-delayed financial reform legislation Monday, aiming to streamline bank supervision in the U.S., subject credit rating agencies to new rules and create a warning system for financial institutions that grow too big to fail.

Ex-McGuireWoods Atty Admits To Securities Fraud

Monday, Mar 15, 2010

A former McGuireWoods LLP attorney who made millions of dollars by improperly selling unregistered shares of newly merged public companies pled guilty Monday to conspiracy and securities fraud charges.

Akin, Wachtell Advise Consol On $3.5B Dominion Deal

Monday, Mar 15, 2010

Consol Energy Inc. inked a deal Monday to purchase Dominion Resources Inc.'s Appalachian exploration and production business for $3.475 billion in cash, scoring the rights to develop nearly 500,000 acres in the Marcellus Shale formation.

DOJ Scrutinizes $5.5B Baker Hughes, BJ Merger

Monday, Mar 15, 2010

While oil and gas services heavyweight Baker Hughes Inc. is eager to close its $5.5 billion acquisition of BJ Services Co., the deal has yet to receive antitrust approval from the U.S. Department of Justice, raising concerns about potential hang-ups over the companies’ overlapping businesses.


Guest Columns

On The Rise: Corporate Carveouts In The US

The upcoming spinoff of AOL Inc. by Time Warner Inc. may be a harbinger of a new trend for large U.S. public companies to use warming equity markets to raise cash and unload assets. Companies contemplating a spin transaction would be well-advised to resist the temptation to push down accumulated liabilities on the spin company and load it up with debt, says Joris M. Hogan of Torys LLP.

Antitrust Enforcement Of Hospital Consolidations

For a time in the late 1990s, it seemed as though any antitrust challenge mounted by the government against a merger of hospitals in the same geographic area was doomed. But the tide has turned in the past few years, and hospitals and the health care provider community should take careful note of some important recent developments where mergers have been challenged, says Francis J. Serbaroli of Greenberg Traurig LLP.

Citizens United: A Congressional Opportunity

A difficult but potentially soluble problem regarding the influence of public corporations having large capital concentrations arises from the Supreme Court’s recent decision on campaign finance laws and the opinion’s explicit recognition of political free speech for corporate organizations in Citizens United, says Fred T. Isquith of Wolf Haldenstein Adler Freeman & Herz LLP.

Basel II Capital Rules: Here We Go Again

On Dec. 17, 2009, the Basel Committee on Banking Supervision issued a proposal to strengthen global capital regulations in order to foster a more resilient banking sector. If this much more conservative approach to capital is adopted, it will likely have a significant impact on banking organizations and their ability to lend, says Michael E. Bleier of Reed Smith LLP.

363 Sales In Light Of Economic Recovery

Given the efficiency and benefits of prepackaged, prearranged and out-of-court transactions, we anticipate that the trend away from section 363 asset sales will continue throughout 2010, say Mark S. Chehi, Ron E. Meisler and Stephen S. Neuman of Skadden Arps Slate Meagher & Flom LLP.

The Ticketmaster/Live Nation Consent Decree

The remedies to the merger of Ticketmaster Entertainment Inc. and Live Nation Inc. may portend increased openness by the U.S. Department of Justice to behavioral decrees and a preference for the identification of buyers “up front.” Also of interest is the DOJ’s oblique treatment of vertical integration and "bundling," say Deborah Garza and Elizabeth Arens of Covington & Burling LLP.

Agreements Under Canada’s New Competition Regime

The most extensive amendments to Canada's Competition Act in over two decades will go into effect March 12. Firms need to be mindful of these changes and take them into consideration when assessing the legality of existing arrangements or negotiating new commercial agreements or practices, say Peter Franklyn and Kaeleigh Kuzma of Osler Hoskin & Harcourt LLP.

The Regulation Of Private Fund Advisers

Any adviser to a fund that relies on the private investment company exclusions from the definition of “investment company” under the Company Act, should closely follow these legislative initiatives, all of which will impose significant and costly new requirements, say William L. Floyd, David Brown and Michael J. Cochran of McKenna Long & Aldridge LLP.