M & A Law Prof Blogtag:typepad.com,2003:weblog-12849542009-12-21T12:00:28-05:00A Member of the Law Professor Blogs NetworkTypePadMALawProfBloghttp://feedburner.google.comSubscribe with My Yahoo!Subscribe with NewsGatorSubscribe with My AOLSubscribe with BloglinesSubscribe with NetvibesSubscribe with GoogleSubscribe with PageflakesHappy Holidays!tag:typepad.com,2003:post-6a00d8341bfae553ef0120a76e1834970b2009-12-21T12:00:28-05:002009-12-21T12:00:28-05:00I'll be taking a break from blogging for the next week or so to do what law professors tend to do this time of year -- grade exams and fret about next semester's syllabi. If I'm lucky I might be...CorporateAcquisitions MergerLawBloggerGM: 0 for 4?tag:typepad.com,2003:post-6a00d8341bfae553ef0128766ab616970c2009-12-19T13:55:39-05:002009-12-21T05:54:02-05:00When GM came out of bankruptcy the plan was pretty simple. It would shut a number of divisions and then shed four of others - Opel, Saturn, Saab and Hummer. GM balked at the Opel sale after walking most of...CorporateAcquisitions MergerLawBlogger2009 MAC Surveytag:typepad.com,2003:post-6a00d8341bfae553ef0120a763a050970b2009-12-18T12:40:00-05:002009-12-18T12:40:00-05:00Nixon Peabody's annual MAC Survey is out. My only question - which are the 3% of transactions with a MAC, but no definition for what a MAC is? I know MAC definitions can be frustratingly vague, but c'mon! -bjmqCorporateAcquisitions MergerLawBloggerBad Bidders Make Bad Targetstag:typepad.com,2003:post-6a00d8341bfae553ef0120a76025c4970b2009-12-18T04:44:00-05:002009-12-18T04:44:00-05:00'Tis the season for papers on value destroying merger transactions! Offenberg, Srtaska and Waller have a paper, Who Gains from Buying Bad Bidders?, that examines whether there are gains to be had from acquiring companies who have been bad acquirers...CorporateAcquisitions MergerLawBloggerExxon/XTO's Fracking MAEtag:typepad.com,2003:post-6a00d8341bfae553ef0128765f7b32970c2009-12-17T09:19:57-05:002009-12-17T16:43:27-05:00There is a piece in today's WSJ on the Exxon/XTO deal. The piece centers on the controversial practice of hydraulic "fracking" in the drilling process and whether the deal might be stopped in the event Congress moves legislation to ban...CorporateAcquisitions MergerLawBloggerCoast is Clear: Saks Pulls Its Pilltag:typepad.com,2003:post-6a00d8341bfae553ef0128765772f2970c2009-12-16T01:58:00-05:002009-12-17T18:05:44-05:00Last year Carlos Slim, Mexcian magnate and occasionally the richest man in the world, began accumulating an 18% position in Saks Fifth Avenue, which at that point was trading at al all time low (around $2.50/sh). Almost immediately, the Saks...CorporateAcquisitions MergerLawBloggereBay-Craigslist: When good deals go badtag:typepad.com,2003:post-6a00d8341bfae553ef01287656fffc970c2009-12-15T11:24:10-05:002009-12-19T13:37:10-05:00In 2004 eBay and Craigslist announced a friendly deal in which eBay would take a minority position in the online classifieds business. It seemed like a nice fit at the time - complementary in a way that Skype wasn't. At...CorporateAcquisitions MergerLawBloggerMore Bad Lawyers and Galleontag:typepad.com,2003:post-6a00d8341bfae553ef012876420749970c2009-12-11T02:08:00-05:002009-12-11T02:08:00-05:00Well ... Galleon claims another lawyer scalp. The SEC and the US Attorney's Office in the Southern District of NY announced that Brien Santarlas, another former Ropes & Gray attorney has pleaded guilty to criminal insider trading charges. According to...CorporateAcquisitions MergerLawBloggerNon-Profit Mergerstag:typepad.com,2003:post-6a00d8341bfae553ef0120a738d8f1970b2009-12-10T04:34:00-05:002009-12-10T14:06:38-05:00If you've got students in a transactional clinic, most likely they are working with non-profit organizations. They may sign up for the clinic hoping to work for big corporate clients, but that's just the way it is. In any event,...CorporateAcquisitions MergerLawBloggerK&E on LOIstag:typepad.com,2003:post-6a00d8341bfae553ef0120a7387d54970b2009-12-09T16:25:15-05:002009-12-09T16:25:15-05:00This client alert from K&E offers a timely reminder of potential pitfalls for parties entering into letters of intent or term sheets believing they are merely unenforceable "agreements to agree." It offers the sound advice that, when you enter into...CorporateAcquisitions MergerLawBloggerConference on Teaching of Transactional Law and Skillstag:typepad.com,2003:post-6a00d8341bfae553ef012876313c9a970c2009-12-08T12:31:46-05:002009-12-09T16:27:31-05:00Emory University School of Law’s Center for Transactional Law and Practice recently announced its second biennial conference on the teaching of transactional law and skills, Transactional Education: What’s Next? The conference will be held at Emory on Friday, June 4,...CorporateAcquisitions MergerLawBloggerMerger Pricingtag:typepad.com,2003:post-6a00d8341bfae553ef0120a72dd986970b2009-12-08T10:35:38-05:002009-12-08T10:37:25-05:00Baker, Pan, and Wurgler have a new paper, A Reference Point Theory for Mergers and Acquisitions. They suggest that initial offering prices are important for determining the ultimate success of an offer. In particular, they point to the 52-week high...CorporateAcquisitions MergerLawBloggerDestroying Value through Mega-Mergerstag:typepad.com,2003:post-6a00d8341bfae553ef01287611dfd5970c2009-12-07T03:02:00-05:002009-12-07T03:02:00-05:00The bigger and more complicated the deal, the more likely it is to fail. Sometimes empire building and confusing luck for ability result in disastrous decisions. This definitely comports with one’s ex ante sense of how things should work. AOL-TimeWarner...CorporateAcquisitions MergerLawBloggerComcast-NBC and the Various Premerger Approvalstag:typepad.com,2003:post-6a00d8341bfae553ef012876103058970c2009-12-04T10:19:37-05:002009-12-04T21:34:22-05:00Comcast’s deal to acquire NBC from GE announced yesterday doesn’t break a whole lot of new ground from a deal structuring point of view. In general, GE contributes its NBC/Universal assets to the joint venture. For its parts, Comcast pitches...CorporateAcquisitions MergerLawBloggerHorizontal Merger Guidelines Workshopstag:typepad.com,2003:post-6a00d8341bfae553ef0120a5e4b312970b2009-12-03T02:32:00-05:002009-12-03T02:32:00-05:00The FTC is hosting a series of workshops on horizontal merger guidelines as part of its process of rethinking such guidelines. The first of the five workshops is today in DC. You can catch the webcast here. The schedule for...CorporateAcquisitions MergerLawBloggerGolden Parachute Waiverstag:typepad.com,2003:post-6a00d8341bfae553ef0120a6f4fd13970b2009-12-02T09:22:18-05:002009-12-02T09:32:14-05:00You'll remember that early last month Burlington Northern announced that Buffet's Berkshire Hathaway would acquire the balance of BNSF's stock that it did not already own. Recently reported that the CEO of Burlington Northern Santa Fe waived his rights to...CorporateAcquisitions MergerLawBloggerBAC Derivative Litigationtag:typepad.com,2003:post-6a00d8341bfae553ef0120a6ca7aa5970b2009-11-28T16:10:00-05:002009-11-28T16:10:00-05:00Wow. Just got around to watching the arguments before Vice Chancellor Strine in In re Bank of America Shareholders Litigation. On a motion to dismiss, Vice Chancellor Strine didn't appear easily convinced. If you haven't seen it, yet, drop by...CorporateAcquisitions MergerLawBloggerShareholder Meetingtag:typepad.com,2003:post-6a00d8341bfae553ef012875d0ebd2970c2009-11-26T01:02:00-05:002009-11-26T01:02:00-05:00Unlike any shareholder meeting I've ever been to... Happy Thanksgiving!CorporateAcquisitions MergerLawBloggerConstituency Provisions and Intermediate Scrutiny Outside of Delawaretag:typepad.com,2003:post-6a00d8341bfae553ef0120a6bb08f5970b2009-11-23T12:24:00-05:002009-11-25T17:58:21-05:00I have been giving some thought to how jurisdictions other than Delaware deal with the question of intermediate scrutiny. Although Delaware leads the way in the M&A jurisprudence, other states have gone their own way in important respects. One of...CorporateAcquisitions MergerLawBloggereBay/Skype: RIPtag:typepad.com,2003:post-6a00d8341bfae553ef0120a6bb37b7970b2009-11-21T01:29:00-05:002009-11-21T01:29:00-05:00eBay announced on Thursday that it closed its sale of Skype. The buyer, who will control an approximately 70 percent stake, is an investor group led by Silver Lake and includes Joltid Limited and certain affiliated parties, the Canada Pension...CorporateAcquisitions MergerLawBlogger