Mergers & Acquisitions Law Report Index-Summary

ABU DHABI

ACCOUNTANTS

– Ernst & Young

– – Approval of misstated financial condition of company insufficient to establish scienter (6th Cir.), 874
– – Cap Gemini acquisition, taxation of stock distribution (U.S., rev. sought), 832
– – Insider trading, former attorney/partner sentenced (S.D.N.Y.), 149

– Insider trading

See INSIDER TRADING

ACCOUNTING

– Consolidations

– – Asset management activities, deferral of effective date expected, 107
– – Control requirements for inclusion in parent's financial statement, FASB and IASB report progress, 267; progress continues, 293
– – Decrease in ownership of subsidiaries, FASB guidance, 57
– – Disclosure of pro forma information, FASB approves proposal, 1085
– – IASB seeks input, 58; draft being prepared, 718
– – Investment company treatment

– – – FASB and IASB merge views, 175; agreement reached, 379; more issues resolved, 477; progress slows, 525; exposure draft expected, 941
– – – Funds headed by fund managers, FASB issues rules, 225

– – Leasee right of use assets in business combinations, IASB fails to reach agreement, 403
– – Oil and gas business conveyance exemption, 20
– – Variable interest entities

– – – FASB rules remains top focus of SEC, 1144
– – – Guidance, 20

– – Voting rights, FASB and IASB narrow differences, 83

– Convergence, IFRS adoption

– – Adoption by U.S. key to success of global standards, 1120
– – Financial statements

See FAIR VALUE ACCOUNTING

– – Foreign jurisdictions adopting standards not looking to IASB for authoritative support, 1140
– – Pace of convergence, Advisory Council concerned over mispreception of FASB position, 1184
– – Priorities, FASB and IASB reaffirm, 1121
– – SEC and IASB chair say ample time exists for U.S. companies to shift to standards, 1140
– – U.S. adoption expected, 1147

– Fair value accounting

See FAIR VALUE ACCOUNTING

– Financial fraud

See FRAUD

– Financial instruments

See FAIR VALUE ACCOUNTING

– Foreign auditors, U.S. auditors warned on use, 664
– Goodwill impairment, FASB approves rules, 1085
– Health care entities, net revenue and doubtful accounts, FASB approves disclosure proposal, 1085
– Life insurance, consolidation analysis of investments held in separate accounts, FASB standards update, 384
– Mark-to-market accounting

See FAIR VALUE ACCOUNTING

– Pharmaceutical companies, fees paid to government, FASB approves rules, 1085
– Sarbanes-Oxley Act small business audit exemption, SEC urged not to oppose permanent extension, 474
– Stock for debt, SEC considers excess as contribution to capital, 1142
– Transfers of financial assets, guidance, 20

ACQUISITION OF INDEBTEDNESS

– Payments made to finance “going private,” analysis, 157

ADVANCE PRICING AGREEMENTS

– Use in business restructuring arrangements, 1187

ADVERTISING

– Google

– – AdMob acquisition, Kohl (D-Wis) urges careful FTC scrutiny, 332; FTC closes investigation, 491
– – ITA Software acquisition, congressional hearing, witnesses express concern, 848; senator urges DOJ scrutiny, 1107
– – Yahoo affiliation, Japanese Internet site files objection, 988

– Microsoft-Yahoo search advertising agreement cleared by U.S. and EU, 165

AGRICULTURE

– Antitrust

See ANTITRUST

AIR TRANSPORTATION

– Antitrust

– – American Airlines and British Airways-Iberia joint venture approved, 696
– – CRS report on industry issues, 572
– – Olympic/Aegean Airlines merger, EC launches probe, 741
– – Ryanair, Aer Lingus merger

– – – Acquisition blocked (EU Gen. Ct.), 667
– – – UK OFT launches investigation of Ryanair purchase of minority shareholder interest, 1010

– – Transatlantic carrier alliances to face EC market test, 273
– – United/Continental merger

– – – Class action plaintiffs required to disclose settlements of similar suits (N.D. Cal.), 797; injunction denied, 905
– – – Continental flight attendants reject tentative agreement, 1007
– – – Continental mechanics ratify agreement, 1057
– – – CRS report on impact, 572
– – – DOJ closes investigation, 823
– – – EC approves, 719
– – – Fleet service workers, Continental and Teamsters reach agreement on first pact, 1119
– – – House Judiciary panel hearing, 569
– – – House Transportation Comm. chair opposes, 417; hearing, 572; unions raise concerns, 577
– – – Pension plans at risk, 576
– – – Pros and cons, GAO report, 534
– – – Senate plans hearings, 417; panel considers impact, 515; hearings continue, 571
– – – Unions seek agreement in return for support, 425; unions look to protect interests, 919

– Bankruptcy, off-site parking, Aurora Capital Group to purchase Parking Co. Am. Airports, 534
– Delta Air Lines representation election

– – Fleet service workers, IAM files interference charges against Delta (NMB), 1181
– – Flight attendants, National Mediation Bd. to investigate IAM interference charges, 446; election starts, flight attendants stage rallies, 920; AFA looses election, 1006; AFA files charges against Delta (NMB), 1154

– Frontier Airlines/Republic Airways merger

– – Frontier flight attendant union representation election not barred by takeover (N.M.B.), 292
– – Maintenance workers, Teamsters block transfer of Frontier employees (E.D. Wis.), 400

– Northwestern Airlines layoffs, DOL gives grant to Minn. to assist dislocated workers, 426
– RCLC (Ronson) bankruptcy, sale of assets to Ronson Aviation announced (Bankr. D.N.J.), 946
– SkyWest announces merger of ExpressJet with Atlantic Southeast subsidiary, 766
– Southwest/AirTran merger, unions to closely monitor agreement, 898; unions look to protect interests, 919; AirTran pilots ratify agreement with Air Line Pilots Ass'n, 1119; IAM seeks vote prior to merger, 1154
– US Airways/America West merger, seniority list favoring US Airways pilots not violation of fair representation duty (9th Cir.), 553

ALTER EGOS

See generally SUCCESSOR BUSINESSES

ALTERNATIVE DISPUTE RESOLUTION

See ARBITRATION

AMENDMENT OF QUALIFIED PLANS

– Retiree benefits, benefits book deemed summary plan description modifying active and retiree parity requirement (E.D. La.), 1056

ANTITRUST

– Advertising

See ADVERTISING

– Agriculture

See also Chemicals, this heading
– – Agrium acquisition of CF Industries Holdings, FTC approves subject to divestiture (FTC), 5
– – France, Tereos takeover of Groupe Quartier Francais approved subject to divestiture, 530
– – States urge scrutiny of practices hurting small farms and ranches, 312
– – Sunflower seed business, Monsanto sale to Syngenta, EC opens investigation, 611; conditional approval given, 1093

– Air freshener manufacturers, P&G bid for Sara Lee unit, UK OFT asks EC to investigate, 272
– Airlines

See AIR TRANSPORTATION

– Alcan medical packaging unit, Amcor acquisition approved subject to divestitures, 573
– Argentina, Telecom Italia ordered to divest assets, possible nationalization, 131; investigation closed, 988
– Automobile parts manufacturers

See MOTOR VEHICLES

– Banking

– – Banca Intesa and Banca Sanpaolo merger, divestment of insurer Sud Polo Vita stock temporarily suspended, 299
– – State Street acquisition of Intesa Sanpaolo, EC clears, 406

– Beverages

– – Anheuser-Busch/InBev merger, divestiture in completed deal inappropriate (8th Cir.), 1001
– – Coca-Cola acquisition of bottler, FTC imposes business information firewall, Canada obtains consent order, 893
– – Dean Foods/Foremost Farms, settlement requires divestitures (E.D. Wis.), 99; relevant market properly pleaded, Dean's motion to dismiss denied, 331
– – PepsiCo acquisition of Dr Pepper, FTC imposes firewall limiting access to business information (FTC), 217

– Canada

See CANADA

– Chemicals

– – Aluminum rolling oil, Houghton Intl./D.A. Stuart merger, settlement reached to divest assets (FTC), 654
– – Herbicide, Nufarm/A.H. Marks Holding merger, spin-off settles FTC complaint (FTC), 712; divestitures required, 719
– – Sara Lee, SC Johnson bid for insecticide unit, EC to review, 858
– – Univar takeover of Eurochem, French authority begins phase 2 investigation, 986

– China

See CHINA

– Comcast/NBC Universal merger

See ENTERTAINMENT INDUSTRY

– Concert promoters, Ticketmaster/Live Nation merger, DOJ imposes changes (D.D.C.), 95
– Consumer products, Unilever bid for Sara Lee division, EC launches investigate, 528; divestitures required, 1094
– Dodd-Frank Act may complication review procedures, 814
– EC annual competition report issued, 558
– EC reviews and approvals

See EU MERGER APPROVAL

– ELECTRICITY

See UTILITIES

– Energy

See ENERGY

– Enforcement

– – Canada shifting toward U.S. approach, 482
– – Divestment remedies, ABA commends transparency in guidelines, 178
– – DOJ

– – – Agenda outlined, 1070
– – – Interest remains despite small number of filings, 311

– – EU procedures guidance, 176
– – House panel examines DOJ and FTC actions, 713
– – Senate panel examines DOJ and FTC actions, Kohl (D-Wis.) urges aggressive enforcement, 545
– – U.S. and EU stress transparency in examining transactions, 176

– Entertainment industry

See ENTERTAINMENT INDUSTRY

– EU procedures guidance, 41
– Food industry

See FOOD INDUSTRY

– France

See FRANCE

– Funeral services, SCI/Keystone North Am. merger, divestitures required (FTC), 309
– Grocers, Top Markets acquisition of bankrupt Penn Traffic Supermarkets, FTC orders divestitures (FTC), 735
– Health care industry

– – Blue Cross Blue Shield of Mich.

– – – Insurance company acquisitions upheld, contributions may have violated charter (Mich. Ct. App.), 1164
– – – Sparrow's Physician Health Plan merger called off, 241

– – Carilion Clinic sale of Center of Surgical Excellence approved by FTC, 313
– – Class action claims against health system fails common law and fact requirements (N.D. Ill.), 387
– – Clinical testing labs, Laboratory Corp. of Am acquisition of Westcliff Medical, FTC challenges (FTC), 1105
– – DOJ enforcement

– – – Focus on maintaining competition, 622
– – – Health reform act changes, 493

– – Horizontal mergers, FTC and DOJ guidelines, review of past enforcement data suggests compliance, 835
– – Hospitals

See HOSPITALS

– – Lifespan and Care New England merger application withdrawn in face of regulatory hurdles, 241
– – Market domination by top insurers hampers competition, 232
– – Medical devices, laser microdissection, Danaher/MDS Analytical Technologies merger, FTC requires divestiture (FTC), 118

– Horizontal mergers, FTC and DOJ guidelines

– – Health insurers, review of past enforcement data suggests compliance, 835
– – Revision needed, 98; revision proposed, 373; practitioner discussions, 377; comment period extended, 419; new guidelines unveiled, 781; bank guidelines unchanged, 783

– International Competition Network, list of U.S. officials attending, 385; conference results, 407
– Japan, business lobby group urges merger laws overhaul, 968
– Jobs creation hampered by industry consolidations, 224
– Mining

– – Potash//BHP Billiton merger

– – – Billiton seeks to nullify Potash shareholder rights plan (Saskatchewan Fin. Serv. Comm.), 985
– – – Canadian government rejects takeover, 1009
– – – Dangers of blocking to insure survival of export cartels, 884
– – – Insider trading charges filed against Spanish nationals (N.D Ill.), 807
– – – Potash seeks to enjoin hostile takeover (E.D. Ill.), 871
– – – SEC grants prompt payment exemption, 876

– – Rio Tinto/BHP Billiton joint venture

– – – EU opens probe, 109
– – – Japan Fair Trade Comm. approval sought for joint venture, 133; second review begins, 694; consolidation of Australia iron ore mining likely to violate law, 942; JFTC stops exam after deal called off, 966

– Motor vehicle industry

See MOTOR VEHICLES

– Newspapers, Daily Gazette and MediaNews Group, restructuring of joint operating venture required (S.D. W.Va.), 74
– Nuclear technology, Areva and Siemens joint venture, EC to investigate noncompetition clauses, 556
– Oil and gas

See OIL AND GAS

– Pharmaceutical companies

See PHARMACEUTICAL COMPANIES

– Premerger notices

See PREMERGER NOTIFICATION

– Road building material, bitumen and aggregate production, Eurovia takeover of Tarmac Routes et Carrieres, French Competition Auth. approves, 833
– Software

– – Novell assignment of claims in asset purchase agreement bars restraint of trade claims against Microsoft (D. Md.), 351
– – Oracle/Sun Microsystems takeover, EU regulators clear, 85

– Technology industry

– – Cisco/Tandberg merger, DOJ and EU not to challenge, 310
– – Market data, Dun & Bradstreet/Quality Education Data merger, FTC files administrative complaint, 441; spin-off ordered (FTC), 848

– Telecommunications

– – Argentina, Telecom Italia ordered to divest assets, possible nationalization, 131
– – Comcast/NBC Universal merger

See ENTERTAINMENT INDUSTRY

– – DOJ review and FCC role explained during Senate hearing, 242
– – Italy, Telecom Italia and Telefonica merger raises concerns, 155
– – UK, Internet television connection Project Canvas, OFT not to investigate, 531

– Title insurance, Fidelity Natl./LandAmerican Fin. Group merger, divestitures address FTC charges (FTC), 690
– Top Markets acquisition of bankrupt Penn Traffic Supermarkets, FTC orders divestitures (FTC), 735
– Toxics measurement instruments, Agilent/Varian merger, divestitures required (FTC), 467
– Travel centers, Pilot Corp./Flying J merger, divestitures required (FTC), 621
– Voting machine manufacturers, Election Systems & Software/Premier Election Solutions merger, divestment of assets sought (D.D.C.), 239; divestments ordered, 655
– Waste management

See ENVIRONMENT

ARBITRATION

– Collective bargaining, successor businesses, continuity of workforce requirement (2d Cir.), 553
– Railroad seniority, refusal to set aside Natl. R.R. Adjustment Bd. arbitration award upheld (5th Cir.), 982

ARGENTINA

– Antitrust, Telecom Italia ordered to divest assets, possible nationalization, 131; investigation closed, 988

ATTORNEY-CLIENT PRIVILEGE

– Bankruptcy, reorganized firm acquires right to assert (S.D. Ind.), 548
– International issues, analysis, 637
– Qui tam suit disclosures, analysis, 1097

ATTORNEYS

– Air Products and Chemicals takeover of Airgas

– – Breach of fiduciary duty, acting as financial counsel while assisting competitor in takeover attempt (E.D. Pa.), 787
– – Representation against former client allowed to continue (Del. Ch.), 244; fall trial set, 286

– Conflict of interest, suspicion that other client may bid or seek to bar acquisition not bar to representation (D.C. Bar), 1096
– Fees

– – Cox Radio/Cox Media Group merger, tender offer and short form merger, breach of fiduciary duty claims settled, fee request slashed (Del. Ch.), 471
– – Debt instrument continuing director provisions, fees awarded to disabling provisions (Del. Ch.), 1077
– – Oakley/Luxottica Group merger, minor changes fail to meet substantial benefit requirement (Cal. Ct. App.), 77
– – Tender offer price increase, fees rejected for lack of causal connection (Del.), 76

– Insider trading

– – Ernst & Young former attorney/partner sentenced (S.D.N.Y.), 149
– – Former firm IT manager and brother-in-law charged (D. Del.), 1141
– – Ropes & Gray lawyer settles SEC charges involving 3Com and Axcan (S.D.N.Y.), 662; disbarred (N.Y. App. Div.), 1146
– – Wall Street professionals indicted (S.D.N.Y.), 104

AUDITS

– Foreign auditors, U.S. auditors warned on use, 664
– Italy to focus on reorganizations and transfer pricing issues, 611
– Sarbanes-Oxley Act small business exemption, SEC urged not to oppose permanent extension, 474

AUSTRALIA

– Demerger law changes, discussion paper issued, 1160
– Transfer pricing application to reorganizations, guidance released, 526

AUSTRIA

– Hypo Group Alpe Adria nationalization, EC approves, 743

AUTOMOBILES

See MOTOR VEHICLES