Mergers & Acquisitions Law Report Index-Summary

BANKING

– Accounting issues

– Antitrust

– – Dodd-Frank Act may complication review procedures, 814
– – State Street Corp. acquisition of Intesa Sanpaolo Group cleared by EC, 406

– Bailout

– – AIG

– – – FRB acted too quickly to dismiss private sector solution, 546
– – – FRB holdings increase in value, 745
– – – Recapitalization plan moves forward, 1175
– – – Sale of divisions paves way to pay off Fed credit, 1001

– – Anglo Irish Bank, EC approves government recapitalization, 771
– – Austria

– – – BAWAG restructuring plan, EC approves, 630
– – – Hypo Group Alpe Adria nationalization, EC approves, 743

– – Citigroup stock to be sold by Treasury, 311
– – EU Competition Auth. outlines 2-year plan to phase out measures, 1160
– – Germany, Hypo Real Estate, EC allows government infusion of liquidity guarantees, 24
– – Holland, Solvenia, Greece, and Poland support programs extended, 630
– – Ireland

– – – Bank of Ireland, EC requires asset divestitures, ease entry of small banks into market in exchanged for bailout, 695
– – – International Monetary Fund and European Central Bank to provide funds, financial system to be restructured, 1089; Ireland to add additional funds, 1124

– – Netherlands, ABN AMRO and Fortis bailout, EC approves additional funds, 154
– – Spain recapitalization plan, EC approves, 132
– – TARP cost estimate lowered, exit strategy begins, 7; more warrants up for auction, 850

– Bank of Am. and Barclays joint acquisition of DSI Intl., EC approves, 230
– Bank of Am. Countrywide and Merrill Lynch acquisition, stock drop litigation dismissed for lack of fiduciary status (S.D.N.Y.), 829
– Bank of Am. Countrywide settlement affirmed (Del.), 497
– Bank of Am./Merrill Lynch merger

– – Bonuses, proxy misrepresentation

– – – Expert testimony rejected (S.D.N.Y.), 33; Bank of Am. agrees to $150M settlement, 123; ruling delayed, 148; court seeks information from N.Y. AG, 168; court approves, 199; TARP status factor in initial settlement recommendation, 1116
– – – SEC IG expands probe over settlement, 523

– – Cybersquatter barred from using confusing domain name (S.D.N.Y.), 106; Bank of Am. and Merrill Lynch granted summary judgment, 173
– – Derivative actions, target pre-merger shareholder standing as post-merger shareholder (Del.), 825
– – Losses, proxy misrepresentations

– – – N.Y. Comptroller files charges (S.D.N.Y.), 693; impact of National Securities Markets Improvement Act, analysis, 703
– – – N.Y. files charges against former CEO and CFO (N.Y. Sup. Ct.), 124; CEO denies charges, 807
– – – SEC files new claims (S.D.N.Y.), 53

– – Sex bias claims against Merrill Lynch over employee retention plan fails to meet pleading standards (S.D.N.Y.), 401

– Bank of N.Y. Mellon seeks to acquire PNC Financial Services Group, 135
– Bear Stearns collapse, mortgage-backed securities market decline blamed by Goldman Sachs, 1175
– Credit unions

See CREDIT UNIONS

– Economic and regulatory climate increases strong banks merger opportunities, 1039
– EU single market rule violated by use of golden shares (ECJ), 667
– Failed banks

– – AmTrust nonperforming loans, FDIC sells 40 percent equity interest, 700
– – Asset sales and loss-share agreements preferred FDIC strategy, 376
– – FDIC-assisted acquisitions, N.Y. State Bar Assn. suggests tax code changes, 403
– – FDIC-failed bank asset fund

– – – 40 percent sold to Colony Capital Acquisitions and Cogsville Group, 675; 40 percent sold to consortium, 813
– – – Mariner Real Estate Partners purchases equity interest, 849
– – – Small dollar, regional focused transactions planned, 869

– – Fla., Ga., and N.M. banks fail, 634
– – Md., Calif., and Wash. banks closed, 1040
– – Mich. and Pa. failures bring number to 151, 1191
– – Myrtle Beach National Bank taken over by OCC, 366
– – Private equity investments, OCC approves first firm, 98
– – Residential mortgage holding company, RoundPoint buys stake in FDIC loan portfolio, 341
– – Silverton Bank of Ga., Square Mile Capital wins bidding, 452; sale completed, 676
– – Small institutions express interest in buying assets, 135

– Farm Credit Admin. to limit risk concentration, plans merger application guidelines, 655
– Federal Home loan bank mergers, FHFA proposes approval process, 1176
– Genesco/Finish Line merger, tortious interference claims against UBS Loan Finance for withdrawal of financing dismissed (2d Cir.), 10
– Germany

See GERMANY

– Horizontal mergers, FTC and DOJ merger guidelines unchanged, 783
– Insider trading, Lazard investment banker pleads guilty to tipping friends (N.D. Cal.), 78
– Italy

See ITALY

– Japan

See JAPAN

– Living wills, acquisition planning considerations, 1039
– Loan losses, fair value adjustments had minimal impact on regulatory capital, Boston Fed analyst working paper, 128
– Morgan Stanley, Chinese sovereign wealth fund acquires shares, 833
– Motor vehicle industry

– – AmeriCredit, GM to acquire, 700; shareholders approve, 905
– – GMAC set to receive $3.8B from Treasury, 6

– PNC Financial/National City Corp. merger, settlement of breach of fiduciary duty claim affirmed (Del.), 421
– Profits for second quarter up, “problem list” grows, 837
– Reform

See DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT

– Reform of financial system

– – Consolidation of small banks seen as result, 721
– – France publishes short sales, credit rating agencies, and derivatives regulations, 989
– – Legislation

See LEGISLATION, FEDERAL, HR 4173, S 3217

– Regulatory filings, e-file system available, 100
– Regulatory policy short-circuits economic recovery, 180
– Retention compensation, financial advisers and brokers claim against Wachovia alleges detrimental reliance (S.D. Fla.), 18
– Securities fraud, Countrywide Financial collapse, failure to plead why statements were fraudulent (S.D.N.Y.), 603
– Securities rules, Toronto-Dominion Bank/South Fin. Group, exemption from Reg. M Rules 101 and 102 (SEC), 828
– Stock drop litigation

– – Bank of Am. acquisition of Countrywide and Merrill Lynch, dismissal for lack of fiduciary status (S.D.N.Y.), 829
– – Wachovia §401(k) plan participants' class action dismissed (W.D.N.C.), 764
– – WaMu employees bid for final judgment against dismissal of JP Morgan Chase denied (W.D. Wash.), 81

– Switzerland, “too big to fail,” restrictions rejected, special taxes considered, 385
– Taxation, foreign account disclosures, IRS plans new voluntary disclosure program, 1186
– TSB Bank and Svenska Handelsbanken joint control of Dyson Group cleared, 1095
– UK to investigate separation of retail and investment banking, 506
– Volcker Rule, proprietary trading and hedge fund investments restrictions

– – Distinguishing from legitimate market trading, Special Report, 1166
– – Securities Indus. and Fin. Markets Ass'n urge prompt clarification, 1040
– – Transition period, FRB seeks comments on 2-year proposal, 1048
– – Venture capital, FRB to take up issue, 1023

– Wachovia takeover, Wells Fargo settles Citigroup claims, 1074

BANKRUPTCY

– Airport off-site parking, Aurora Capital Group to purchase Parking Co. Am. Airports, 534
– Ambac Financial files, seeks to preserve NOLs (S.D.N.Y.), 1034
– Attorney-client privilege, reorganized firm acquires right to assert (S.D. Ind.), 548
– Bedding

– – Classic Sleep Products files (Bankr. D. Md.), 63
– – Simmons prepackaged plan approved (Bankr. D. Del.), 62

– Body armor manufacturer Protective Prod. of Am. files (Bankr. S.D. Fla..), 89; sale to Sun Capital Partners approved, 275
– Building and construction, Starwood Land Ventures asset purchase of TOUSE Homes approved (Bankr. S.D. Fla.), 181
– Business strategy immunity use, 747
– Derivative actions, creditors of insolvent LLC lack standing (Del. Ch.), 1027
– ESOPs, fiduciary duty, director business decision to sell company (W.D. Mich.), 605
– Food industry, Fuddruckers parent files for CH. 11 protection, Tavistock purchase of assets announced (Bankr D. Del.), 411
– Fraudulent transfers in leverage buyouts, time or intervening causes defenses, 343
– (G) reorganizations, analysis, 724
– Gambling, Station Casinos Ch. 11 plan confirmed (Bankr. D. Nev.), 837
– Health care

– – Medical Staffing Network Holding, asset purchase agreement announced (Bankr. S.D. Fla.), 701
– – Technology firm Spheris files for Ch. 11 protection, Medquist and CBay stalking horses, 156; purchase approved, 388

– Loans, shareholder/board member not liable (7th Cir.), 737
– Mining, Asarco property, successful bidder assumes environmental liability, 791
– Motor vehicle manufacturers

See MOTOR VEHICLES

– Newspapers

See NEWSPAPERS

– Oil and gas, TriDimension Energy, assets sold to Sanchez Resources, 993; court approves (Bankr N.D. Tex.), 1191
– Pensions, unfunded liability of terminated plans, PBGC seeks to hold Japanese firm liable for liability of controlled U.S. based firm (D.D.C.), 1055
– Pharmaceutical companies

– – Chem Rx to sell assets to stalking horse PharMerica, 905
– – Middlebrook sells assets to Victory Pharma, 774

– Polaroid, failure to obtain stay of sale of assets pending appeal (8th Cir.), 786
– Reliant Energy, breakup fee to unsuccessful bidder not necessary to preserve estate (3d Cir.), 136
– Retail/mall properties, General Growth Properties

– – 4-month extension to secure recapitalization and solicit bids granted (Bankr. S.D.N.Y.), 250
– – Simon Property makes offer, 210

– Retailers, Swoozie's, auction of assets approved (Bankr. N.D. Ga.), 300
– Sale of assets

– – Lien-free assets does not require debtor to allow creditors with security interest in assets to bid credit at auction (3d Cir.), 365
– – Navigating §363, practitioner advice, 450
– – RCLC (Ronson) announces sale to Ronson Aviation (Bankr. D.N.J.), 946

– Steel fabricator PTC Alliance auction of assets approved (Bankr. D. Del.), 275
– Successor liability, tort claim does not follow assets to purchaser (2d Cir.), 120
– Taxation

– – Assumption of liabilities in purchase of debtor's assets not bar to capitalization of liabilities (CCA), 881
– – Tax avoidance not legitimate reason for filing (7th Cir.), 478

– Telecommunications, Imperva labs files, ARINC Engineering stalking horse bidder (N.D. Calif.), 341

BEDDING MANUFACTURERS

– Bankruptcy

See BANKRUPTCY

– Insider trading, Tempur-Pedic, equity fund acquisition of stock, fund CFO pleads guilty (N.D. Cal.), 398

BELGIUM

– Insurance company bailout, EC approved government recapitalization of Ethias, 505

BEVERAGES

– Anheuser-Busch/InBev merger, divestiture in completed deal inappropriate (8th Cir.), 1001
– Antitrust

See ANTITRUST

– Insider trading, PepsiCo bid for Russian dairy and fruit juice company, SEC secures asset freeze against unknown stock purchasers (S.D.N.Y.), 1144

BONDS

– Convertible debentures, bondholders not entitled to post-merger consideration from settlement (5th Cir.), 827

BONUSES

– Bank of Am./Merrill Lynch merger

See BROKER-DEALERS

BRAZIL

– Reorganizations, tax debts and fines transfer, 694

BREACH OF CONTRACT

See CONTRACTS

BROKER-DEALERS

See also STOCK MARKETS
– Aon acquisition of Hewitt, EC clears, 902
– Bank of Am./Merrill Lynch merger

– – Bonuses, proxy misrepresentation

– – – Expert testimony rejected (S.D.N.Y.), 33; Bank of Am. agrees to $150M settlement, 123; ruling delayed, 148; court seeks information from N.Y. AG, 168; court approves, 199
– – – SEC IG expands probe over settlement, 523

– – Losses, proxy misrepresentations

– – – N.Y. files charges against former CEO and CFO (N.Y. Sup. Ct.), 124; CEO denies charges, 807
– – – SEC files new claims (S.D.N.Y.), 53

– Bear Stearns and AIG holdings of FRB increase in value, 745
– E*TRADE purchase agreement, bank accounting errors overstating value of deferred tax assets (2d Cir.), 314
– Galleon hedge fund

See INSIDER TRADING

– Hospital merger consultants, broker-dealer registration requirements, SEC staff declines relief (SEC), 1143
– Insider trading

See INSIDER TRADING

– Retention compensation, financial advisers and brokers claim against Wachovia alleges detrimental reliance (S.D. Fla.), 18

BUDGET, U.S.

– FTC FY2011

– – FTC, Senate panel action, 714
– – Request seeks funds to maintain consumer protect efforts, 469

BUILDING AND CONSTRUCTION

– Bankruptcy, Starwood Land Ventures asset purchase of TOUSE Homes approved (Bankr. S.D. Fla.), 181
– Construction management software, Ed. Zublin and VMT joint venture, EC clears, 1038
– Piercing the corporate veil, OSHA violations, repeated citations and penalties against predecessor justify (OSHRC), 1153