Mergers & Acquisitions Law Report Index-Summary

CABLE TELEVISION

CANADA

– Banking, Toronto-Dominion Bank/South Fin. Group, exemption from Reg. M Rules 101 and 102 (SEC), 828
– Beverages, Coca-Cola acquisition of bottler, Competition Bureau negotiates consent order barring access to Dr. Pepper information, 893
– Competition Act

– – Conspiracy provisions amended, 273
– – Enforcement

– – – Shift toward U.S. approach noted, 482
– – – Strong start in implementing amendments noted, 923

– – Practitioner guidance offered by ABA meeting, 409

– Competition Bureau

– – Collins named senior commissioner, 410
– – Premerger notification fees and service standards draft, 528; updated, 985

– Enforcement guidelines opened to review, 861
– Foreign direct investments

– – Economic climate attractive to investors, 669
– – Investment Canada Act, constitutionality of undertaking enforcement (Fed. Ct. Canada), 582
– – Mining, Potash//BHP Billiton merger

See MINING

– – Policy review to be undertaken, 1059
– – Reduction of barriers to benefit economy, 969
– – Telecommunications industry restrictions easing, 581

– Norex Petroleum, RICO extraterritorial reach limited (2d Cir.), 895
– Oil and gas, Suncor Energy/Petro-Canada merger, Husky Energy acquisition of gas stations approved, 23
– Personal Information Protection and Electronic Documents Act, disclosure of employee-related disclosures relief, 1062
– Pharmaceutical companies

– – Novatis-Alcon merger, Competition Bureau secures settlement, 771
– – Teva-Merckle merger, settlement requires divestitures, 742

– Premerger notification

– – Fees and service standards, Competition Bureau publishes draft standards, 528; updated, 985
– – Hostile takeovers, policy on providing information to bidders and target released, 556
– – Industry Canada publishes Final Regs., 208
– – Threshold reporting requirement remains at C$70M, 272

– Taxation

– – Income Tax Act draft amendment address partnerships, pensions, and capital gains, 1060
– – Reorganizations, capital gains tax on Husky Oil, Enterprises Ltd., and Mohawk Canada amalgamation overturned (FCA), 525

– Telecommunications

– – Broadcasting vertical integration, telecommunications commission launches consultation, 1010
– – Foreign direct investment restrictions easing, 581
– – Shaw Communications acquisition of Canwest cleared, 796

– Waste management, IESI-BFC and Waste Services merger, divestiture agreement reached, 669

CAPITAL GAINS AND LOSSES

– Canada Income Tax Act draft amendment address partnerships, pensions, and capital gains, 1060

CARRYFORWARDS AND CARRYBACKS

See NET OPERATING LOSSES (NOLs)

CASINOS

See GAMBLING

CELLULAR TELEPHONES

See TELECOMMUNICATIONS

CFIUS

See COMMITTEE ON FOREIGN INVESTMENT IN U.S. (CFIUS)

CHEMICALS

– Agricultural products, Agrium acquisition of CF Industries Holdings, FTC approves subject to divestiture (FTC), 5
– Air Products and Chemicals takeover of Airgas

– – Annual meeting, bylaw change resetting date approved (Del. Ch.), 935; reversed (Del.), 1074
– – Attorney representation against former client allowed (Del. Ch.), 244; fall trial set, 286
– – Breach of fiduciary duty, acting as financial counsel while assisting competitor in takeover attempt (E.D. Pa.), 787
– – Divestiture ordered (FTC), 847

– AkzoNobel bid for Rohm Haas powder coating business, EC authorizes, 385
– Aluminum rolling oil, Houghton Intl./D.A. Stuart merger, settlement reached to divest assets (FTC), 654
– Asbestos

– – Retroactive limit on successor liability unconstitutional (Tex.), 1031
– – Standing, successor liability, Commerce Clause challenge to state law limiting liability not barred by zone of interest analysis (Pa.), 1150

– Dow/Rohm and Haas merger, derivative suit not pleading demand futility rejected (Del. Ch.), 75
– DSM Special Products and DSM OP Assets, Sun Capital Partners acquisition cleared by EC, 1162
– EU merger approvals

See EU MERGER APPROVAL

– Huntsman/Tronox merger, EC clears, 23
– KP Chemical acquisition of Artenius authorized, 298
– Mitsubishi Chemical Holdings/Mitsubishi Rayon, EC clears, 230
– Oil and Gas

See OIL AND GAS

– Total Petrochemicals Feluy acquisition of Polimeri Europa Benelux approved, 697
– Univar takeover of Eurochem, French authority begins phase 2 investigation, 986

CHINA

– Antitrust

– – Anti-Monopoly Law, House panel studies impact on U.S. firms, 652
– – Antimonopoly regs. issued, 556
– – Enforcement focused on foreign firms, 770

– Expansion of bilateral investment with EU sought, 862
– Foreign direct investment

– – Anti-Monopoly Law, House panel studies impact on U.S. firms, 652
– – Market opening, U.S. and EU fault WTO trade policy report, 532
– – Morgan Stanley, sovereign wealth fund acquires shares, 833
– – Motorola cell phone division, Huawei acquisition possible, faces CFIUS concerns, 583
– – Natural resources, overseas investments expand global supplier system, 744
– – Oil and gas, investment in Chesapeake Energy expected to be completed, 979
– – Threshold limit raised, 364
– – U.S. steel industry investment, congressional group seeks CFIUS review, 651; Geithner responds, 689; Steel Caucus vice chair objects to continued interest in Miss. rebar mill, 805; joint venture agreement signed, 858
– – U.S. telecommunication industry, national security consequences seen as result of firms entering market, 979

– TPV bid for Phillips color TV distributions, EC clears, 1037
– Volvo acquisition by Chinese firms approved by EC, 696

CHOICE OF FORUM

– Alcon-Novartis merger, shareholders required to pursue claims in Swiss courts (S.D.N.Y.), 499; amended complaint rejected, 660

CLASS ACTIONS

– Antitrust claims against health system fails common questions of law and fact requirements (N.D. Ill.), 387
– Canada, antitrust enforcement, trend toward class actions noted, 923
– Cox Radio/Cox Media Group merger, tender offer and short form merger, breach of fiduciary duty claim settled (Del. Ch.), 471
– Pharmacies, health information misuse, CVS/Caremark merger

– – FTC urged to reopen investigation, 1021
– – Retailers allege RICO violations (S.D. Tex.), 944

– Real estate investment trusts, challenge to KKR Financial Holdings registration statement dismissed (S.D.N.Y.), 1145
– Retention compensation, financial advisers and brokers claim against Wachovia alleges detrimental reliance (S.D. Fla.), 18
– Securities fraud

– – Financial records falsification, failure to show loss causation, certification denied (5th Cir.), 222; (U.S., rev sought), 1142
– – Level 3 Communications, misstatement of merged company integration, dismissed for lack of scienter (D. Colo.), 1179
– – Misleading statements reflecting matters of opinions not grounds (S.D.N.Y.), 442
– – Sears/Kmart merger, investors' claims of failure to disclose negotiations dismissed (N.D. Ill.), 12

– Sirius XM Radio, inflated royalties, subscribers' state law action to proceed (S.D.N.Y.), 1071
– Stock drop litigation, Waste Management, 6 year statute of limitations applied to some claims (D.D.C.), 605; class action certified, 1081

COLLECTIVE BARGAINING

– 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

– 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
– Successor businesses

– – Arbitration not required of firm lacking continuity of workforce (2d Cir.), 553
– – Box manufacturers controlled by same person liable for pension contributions (6th Cir.), 830
– – Union recognition, unions and employers file amicus briefs on incumbent recognition (NLRB), 1082

– United/Continental merger

– – Continental flight attendants reject tentative agreement, 1007
– – Continental mechanics ratify agreement, 1057
– – House hearing, unions raise concerns, 577
– – Unions seek agreement in return for support, 425; unions look to protect interests, 919

– US Airways/America West merger, fair representation duty, seniority list favoring US Airways pilots (9th Cir.), 553

COMMITTEE ON FOREIGN INVESTMENT IN U.S. (CFIUS)

– Motorola cell phone division, Chinese acquisition causes concerns, 583
– U.S. Steel, congressional groups seek review of Chinese investment, 651; Geithner responds, 689

COMPENSATION

– Executives

See EXECUTIVE COMPENSATION

– Retention agreements

– – Class action against Wachovia alleges detrimental reliance (S.D. Fla.), 18
– – Promise to pay percent of proceeds on sale or merger enforceable (Tex.), 17

COMPUTERS

See TECHNOLOGY INDUSTRY

CONCERT PROMOTERS

– Ticketmaster/Live Nation merger, DOJ imposes changes (D.D.C.), 95

CONFERENCES AND MEETINGS

– ACE Ltd., 959
– ALI-ABA, 921
– American Bar Ass'n

– – Bank mergers, 1039
– – Canada Competition Act, 409
– – DOJ antitrust oversight, 311; 1070
– – Horizontal merger guidelines, 377
– – Proxies, director nominations, 1109
– – SEC whistleblower bounty program, 761
– – SILO structures, 1023

– American Institute of Certified Public Accountants, 1140; 1142
– Baker & Hostetler, 428
– BNA

– – Discharge of indebtedness, partnership rules, 984
– – Tax & Accounting , 39

– Canadian Bar Ass'n, 923; 925
– Center for Am. Progress, 622
– Center for Automotive Research, 745
– D.C. Bar Ass'n, 294; 1113
– Federal Bar Ass'n, 245
– Global Competition Review, 901
– International Competition Network, list of U.S. officials attending, 385; 407
– IRS and George Washington Univ. Lae School, 1185; 1186; 1187
– Marcus Evans, 382
– N.Y. Univ., 1188
– Penn State Law School, 939
– Practising Law Institute, 962; 1158
– Shanghai World Expo, 862
– Tax Executives Institute, 360

CONSOLIDATED RETURNS

– Disaffiliation followed by reconsolidation, net tax benefits for one isolated year not determinative (PLR), 1158
– Ind., out-of-state company with instate integrated subsidiaries, 609
– Intercompany gain on stock, Final Regs. may be issued before Temp. Regs. expire, 1158
– Interest netting not available to recoup interest payments by subsidiary prior to merger (Fed. Cl.), 361
– Research credit computation, exclusion of pre-acquisition costs of target (TAM), 831
– Unified loss rule, revision underway, comments sought, 1087

CONSOLIDATION ACCOUNTING

See ACCOUNTING

CONSTRUCTION

See BUILDING AND CONSTRUCTION

CONTRACTS

– AT&T/Cingular merger, degraded service claims to proceed (9th Cir.), 547
– Convertible debt securities

– – Acquisition by nonpublic acquirer conversion under N.Y. law (2d Cir.), 197
– – Bondholders not entitled to post-merger consideration from settlement (5th Cir.), 827

– Fiduciary duty, stock redemption under contract agreement before acquisition resulting in higher price subject to contract law (Del.), 334
– Noncompetition agreements, settlement over stock purchase agreement earn out sufficient to bar claims (Del. Ch.), 547
– Retention agreements

See COMPENSATION

– Stock purchase price, accounting errors overstating value of deferred tax assets (2d Cir.), 314
– Stock registration delay, private equity firm lacks standing to bring breach claim (Del.), 166
– Targus acquisition of Roundhouse, settlement agreement needing further documents not precluded from being binding agreement (Mass. App. Ct.), 259
– Tortious interference

– – EMI acquisition by Terra Firma, claims against Citigroup to proceed (S.D.N.Y.), 854; jury finds no wrongdoing, 1029
– – Genesco/Finish Line merger, claims against UBS Loan Finance for withdrawal of financing dismissed (2d Cir.), 10
– – Johnson & Johnson amended complaint over failed Guidant deal subject to res judicata (S.D.N.Y.), 196
– – NACCO/Applica failed merger, fraud claims to proceed (Del. Ch.), 9

COPYRIGHTS

– Software, asset purchase agreement did not transfer UNIX components (D. Utah), 339

CORPORATE REORGANIZATIONS

See REORGANIZATIONS

CORPORATE TAXES

See TAXATION

CREDIT UNIONS

– Arrowhead Central of Cal. fails, 634
– Eastern Financial Fla. Credit Union failure, NCUA and state examiners missed dangers of collateralized debt obligations, 452
– Fiduciary standards, NCUA proposes for mergers and conversions, 312
– First Service and Marine Credit of Wis. merge, 44
– Golden parachutes restricted, interim overdraft fee rules, 734
– HeritageWest of Utah fails, 44
– Merger criteria, trade organization seeks guidance from NCUA, 485

CREDITS AGAINST TAXES

See TAXATION

CRIMINAL LAW AND PROCEDURE

– Discovery, former private equity association charged by SEC entitled to view FBI and U.S. Attorney's Office criminal investigation documents (N.D. Cal.), 475
– Insider trading

See INSIDER TRADING

– Publishing industry, Black's mail fraud and obstruction of justice conviction upheld, honest-services fraud reversed (7th Cir.), 1004
– Securities fraud

See SECURITIES FRAUD