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

NBC-Kabletown Merger Hearings

Posted on October 23, 2010
Jack Donaghy: The hearings on the Kabletown-NBC merger are underway in Washington and the company has entrusted me to be their frontman ... Happy Weekend.

Sask Premier on BHP Bid

Posted on October 22, 2010
"In the interests of Saskatchewan ... we must say no to this hostile takeover." More cargo, please. -bjmq

For Sale - Slightly Used Newspaper

Posted on October 21, 2010
My local paper, The Boston Globe, is for sale ... again. How to solve the problem of the profitless newspaper business? Maybe run it as a non-profit community-focused enterprise? Like public radio? If one has deep enough pockets, that might...

Takeover Panel Retreats

Posted on October 21, 2010
In the world of takeovers there is only one big ideological divide (and some smaller ones, but I'll ignore them for the timebeing). On the one side, there are those who believe that when it comes to questions about mergers...

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Why Facebook makes acquisitions

Posted on October 20, 2010
He just wants the people. -bjmq

Allen & Overy Global M&A Index

Posted on October 20, 2010
Allen & Overy have a 28 page report on the current status of global M&A (current as of Q3, 2010) that includes data broken out by region. They are more optimistic about the direction of M&A trends. Among other tidbits,...

Appraisal - Arbs and top-up options

Posted on October 19, 2010
Last week following the decision in In re Cogent, I moved on. I mean, why not, right? The court passed on the deal and it can now proceed to close. Well, not everybody is like me. Who is like a...

Merger wave, what merger wave?

Posted on October 18, 2010
The recent upswing in merger activity has led some to believe that maybe we are seeing a light at the end of the tunnel and that perhaps M&A might lead us out. Reporting the results of an Ernst & Young...

Liverpool FC Joins Red Sox Nation

Posted on October 17, 2010
Mike McCann over at SI.com has to low-down on the acquisition of Liverpool FC by New England Sorts Ventures. It certainly was not a simple transaction - involving the High Court in London and a TRO issued by a court...

Are CEOs Losers in M&A?

Posted on October 16, 2010
The WSJ highlights the potential costs of CEOs of a sale of their company: Only 14.5% of chief executives would do better selling their companies at a 25% premium than they would under their current pay packages, according to an...

Help Wanted - Law Dean

Posted on October 14, 2010
Boston College Dean, Boston College Law School Newton Centre, MA Boston College is a leading national Jesuit, Catholic university, enrolling 14,700 students, 9,000 full time undergraduates and 4,900 graduate and professional students. Located six miles from downtown Boston, the University...

Cogent - matching rights and termination fees

Posted on October 13, 2010
I just want to add a couple of things to Afra and The Deal Professor's posts on the recent In re Cogent opinion from Vice Chancellor Parsons. In addition to providing clarity on the question of top-up options, the opinion...

A Canadian cargo cult?

Posted on October 12, 2010
The local community reaction to a potential acquisition is sometimes a matter of great importance. That's particularly true where governmental authorities will eventually be required to pass on the proposed deal. Such is apparently the case in Canada where the...

Gymboree sold ... where are the lawsuits?

Posted on October 12, 2010
Humor me. It's just a thing I've been working on recently. Gymboree announced yesterday that it has sold itself to Bain in a going private transaction (Reuters) for $2.2 billion. So ... how soon before the first lawsuit is filed...

Genzyme's Defenses

Posted on October 11, 2010
Today's Lex column in the FT.com has a quickie review of some of the potential defenses available to Genzyme in its fight to stave of Sanofi - the pacman defense*, the macaroni defense**, the poison pill, scorched earth tactics, and...

Top-Up Options

Posted on October 11, 2010
Top-Up options are fairly standard in friendly tender offers. A top-up option provides that so long as x% of shareholders tender in the offer, the target will issue the remaining shares to put the acquirer over the 90% threshold so...

Airgas to Appeal

Posted on October 11, 2010
Apparently, Airgas has decided to appeal Chancellor Chandler's decision regarding the Air Products' bylaw amendment that pushed up its next annual meeting to January 2011. Honestly, that appeal has almost no chance to win (why? see my previous post: Advantage...

Airgas laughs

Posted on October 08, 2010
Ted MIrvis argued before the Chancery Court in the Airgas/Air Products case this morning that countless law professors have gotten tenure by writing articles that assume a staggered board has a term of 3 years. "Can they all have been...

Why does anyone still have a poison pill?

Posted on October 08, 2010
I occasionally give some thought to the question why any board bothers to adopt a poison pill absent an obvious threat of takeover. I mean, why bother? A well-informed board can adopt a shareholder rights plan in, let's be honest,...

Winner: Air Products, or X does not equal Y

Posted on October 08, 2010
Quick follow to my previous post on this. The only surprise is that Chandler was able to churn out a 40 page (!) opinion in just a couple of hours. Believe me, I type pretty quickly, but I couldn't type...

Advantage: Air Products

Posted on October 08, 2010
OK, so I listened to the arguments regarding the Airgas bylaw, courtesy of our friends at Courtroom View Network. While I'm terrible about predictions - especially about the future - I'll venture a guess that Air Products had the better...

Annual HSR Report

Posted on October 07, 2010
The FTC's annual report on enforcement of the Hart-Scott-Rodino Act is out now. You can download it now. Some interesting tidbits, including this figure: In recent days, you've no doubt heard talk of the new merger wave - how business...

Statutory Fiduciary Duties, Unocal, and Revlon outside Delaware

Posted on October 06, 2010
I've written on this before. In the 1980s during the great takeover boom and hollowing out of the industrial heartland, many states adopted amendments to their corporate codes that codified directors' fiduciary duties. In general, these provisions made it clear...

Selectica NOL Pill Okay'd

Posted on October 05, 2010
The Delaware Supreme court handed down its opinion in Versata v Selectica. You'll remember that Selectica adopted a poison pill to protect its NOLs with a 4.99% trigger. The pill was then triggered when Trilogy aggressively accumulated stock knowing that...

Airgas Courtroom Sealed

Posted on October 04, 2010
I'm very sad. I wanted to following the Airgas/Air Products proceedings via the Courtroom View Network feed, but the parties and Chancellor Chandler had other ideas (Reuters). Almost as soon as the trial began, judge William Chandler sealed the courtroom...

Afsharipour on Indian Outbound M&A

Posted on October 01, 2010
The other great power of the 21st century tends not to get a lot of attention. I don't know why. In any event, that's changing. Afra has just added to growing body of work that helps put the rise of...

Note to Self

Posted on October 01, 2010
Note to Self: Remember not to unilaterally change the text of contracts that have been signed (via Adams Drafting), even if it's only to "fix" them: The dispute over who owns the Dodgers may turn on one word. It is...

Dollar Thrifty Vote Goes Down

Posted on September 30, 2010
This is a big week for newsworthy shareholder votes! Dollar Thrifty shareholders voted down the Hertz offer today (from Bloomberg): Dollar Thrifty Automotive Group Inc.?s shareholders rejected Hertz Global Holdings Inc.?s $1.46 billion takeover offer a day after Avis Budget...

Adventures in Shareholder Democracy

Posted on September 29, 2010
It's been an exciting couple of weeks on the proxy fight side. Yesterday, Barnes & Noble announced the results of the proxy contest instigated by Ron Burkle of Yucaipa. Management board members were returned and the dissidents lost (WSJ). But...

More on BHP/Potash deal

Posted on September 28, 2010
For readers who are following our posts (here and here) on BHP Billiton?s hostile bid for Potash, you should take a look at this post by the Deal Professor which considers the possible steps that Potash can take to deter...

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