Mergers & Acquisitions Law Report Index-Summary

ACCOUNTANTS

– BearingPoint sale of business unit to PricewaterhouseCoopers approved, 553
– Ernst & Young former partner convicted of sharing information with friend and broker (S.D.N.Y.), 489
– Tax shelter promotion, practitioner-client privilege not extended to written direct and indirect communications with corporate representatives and agents (7th Cir.), 624

ACCOUNTING

– Business combination accounting, contingent items guidance near finalization, 192; staff guidance issued, 311; Final Regs. expected, 370; staff directed to proceed with next-to-final draft, 491; bank regulators collaborate with FASB, 492; IASB to address issues, 511; SEC guidance updated to match FASB requirements, 540; IFRIC agrees to ask IASB to address issues in quick fix annual project, 679
– Consolidation of U.S. and international standards

See International standards, this heading

– Deconsolidation of subsidiary, FAS 160 to be clarified, 422; exposure draft with real estate carve-out expected, 627; final guidance expected, 1076; application to investment fund managers delayed, 1078
– Discontinued operations, FASB considers international standards, 1029
– Fair value

– – Bank bailouts, trade groups urge administration not to tamper with principles in financial rescue package, 175
– – Chamber of Commerce recommends use of SEC study findings, 146
– – Consolidations and derecognition

– – – FASB planning guidance, 538; control of special purpose entities to be major challenge, 1054
– – – Financial institutions, one-year deferral of rules under consideration, 1055
– – – IASB to hold roundtable discussion on off-balance-sheet reporting, 399; agreement reached on delaying finalization, 493; roundtable addresses issues, 536; IASB warned about retroactive application, 570; more work needed to win constituent support, 596; shift to full fair value denied, 598; balance sheets likely to balloon, 598; likely changes outlined, 626; EU members to raise concerns at G-20 meeting, 851

– – Convergence of standards

See International standards, this heading

– – Derivatives, IASB not to change day-one gains and losses or liabilities with demand features, 194; IASB derivatives and credit treatment likely to end convergence with FASB, 957
– – Disclosure enhancements expected in third quarter, 398; Final Regs. delayed, informal trials to be conducted, 512
– – Elimination not good idea, SEC chair comments, 678
– – EU changes rejected by IASB, EC mulls response, 59
– – FASB proposal criticized, 79; changes approved to eliminate disclosure requirements on quarterly statements, 108; guidance revised, 129; additional guidance expected, 174; April release expected, 238; draft released, 265; IASB seeks comments on U.S. proposal, 266; guidance approved, 309; issued, 338; EU finance ministers seek adoption of FASB changes, 339; guidance well received, “other-than-temporarily impairment” guidance raises concerns, 372; PCAOB issues auditor practice alert, 400; expedited process defended, 418; IASB declines to change standards to match FASB “other-than-temporarily impairment” guidance, 420; Bachus (R-Ala) requests hearing on effectiveness, 452; banking groups again criticize OTTI, 467; FASB and IASB urged to review and improve standards, 512; IASB chairman to face EU over EU demands, 536; draft guidance not expected to include sensitivity analysis, 729; sensitivity analysis to be included, 754; FASB group expresses concerns, 903; effective date delayed, 1077
– – Financial crisis caused by failure to observe fair value accounting, Goldman Sachs CEO says, 341; CEO continues defense of rules, 849
– – Financial instruments

– – – Basel Comm. issues guidance, 371
– – – Classification of instruments, impact of IASB proposal remains unclear, hinges partly on equity holdings, 702
– – – Current value method under consideration by FASB, 451
– – – Disclosures and liquidity measurements, IASB updates standards, 217
– – – FASB and IASB reach agreement on simplified measurement, 285; proposal possible by end of year, 313; Board prepares for final vote, 595; combined fair value and cost-based reporting approach supported, 677; meeting set for Aug. to finish proposal, 677; ABA criticizes, offers alternatives, 752; relevance and reliability of FASB and IASB models questioned by Fed official, 878; IASB members question viability of proposals, 930; IASB proposal expected in Nov., 1005; FASB reporting approach praised by CFA Inst., 1007; IASB members plan dissent, 1031; IASB forum planned on differences with FASB, 1053; transaction price vs. fair value issue under consideration, 1056
– – – IASB chairman to face EU over EU demands, 536; chairman defends guidance, 931
– – – International standards project threatened by political pressures, 513; IASB argues changes better than adopting FASB rules, 570
– – – Scope of project, tentative decision reached, 796; 797
– – – Securitization, stricter capital requirements may put end to use in banking industry, 875

– – Foreign currency rights issues, IFRIC calls on IASB to address clash with fair value international standards, 679
– – G-20 agree to pursue reforms, 341
– – Goldman Sachs CEO expresses support, 849
– – Group of Thirty calls for increased flexibility, 80
– – Hedge and private equity funds, alternative investment guidance expected, 450; final guidance expected, 752; issued, 929
– – House Fin. Serv. panel schedules hearing, 216
– – IFRS proposal needs to be reconsidered, SEC chair nominee comments, 109
– – International standards

See International standards, this heading

– – Level 3 gains and losses, reporting not required, 1006
– – Liabilities, draft guidance issued, 449; final guidance expected, 652
– – Standard-setter issues and interests required to navigate response to crisis outlined by Financial Crisis Advisory Group, 401
– – Trade groups criticize FASB and SEC response to crisis, 239
– – Unquoted equities and derivatives, IASB agrees to exception, 904

– International standards

– – Discontinued operations, FASB considers, 1029
– – Fair value

– – – Financial crisis diverts FASB attention, 879
– – – Financial instruments standards project threatened by political pressures, 513; IASB argues changes better than adopting FASB rules, 570; IASB and FASB lack converged solution, 877; IASB and FASB continue work toward solution, 903; IASB derivatives and credit treatment likely to end convergence with FASB, 957; IASB constituents support efforts, 1006; IASB and FASB to redeliberate differences, 1027
– – – IFRIC rejects constituent requests, 467; FASB and IASB urged to review and improve standards, 512; IASB urged to review and improve standards, 512; exposure draft unveiled, comments sought, 513; time and venue of roundtables announced, 876

– – FASB Advisory Bd. sees need for “champion” in Congress, 654
– – Merger standards, IFRIC rejects constituent requests, 467; IASB to address issues, 511
– – SEC and FASB remain committed to process, 874
– – SEC disappointed with small number of comments, 418

– Joint ventures, IASB redeliberates proposals following constituents' comments, 494
– Life insurance companies, separate account setups, EITF reaches agreement on guidance framework, 847
– Nonprofit organization mergers, FASB final standards expected, 192; issued, 510; webcast set to explain guidance, 848; rules set to take effect, 902
– PCAOB audit standards, advisory group urges separation of fraud risk from fair value measurement, 1008
– PCAOB Prop. Regs., SEC seeks comments on special and annual reports and successor firm registrations, 625
– Research and development assets, FASB panel reaches agreement on main tenets of guidance, 847
– Variable interest entities

– – Consolidated returns, FASB continues to grapple with kick-out rights and power sharing arrangements, 264; progress reported, 339; FASB moves toward final draft, qualified special-purpose entities to be eliminated, 491; FDIC approves FASB placement on balance sheet, 825
– – Off-balance-sheet rules, SEC focusing on firms skirting requirements, 652; FDIC seeks comments on impact, 825

ADR

See ALTERNATIVE DISPUTE RESOLUTION (ADR)

ADVERTISING

– Online advertising, Microsoft-Yahoo deal, DOJ issues second request for data and documents, 867

AIR TRANSPORTATION

– Aeroports de Paris and Nuance Group joint venture cleared by EC, 38
– Bankruptcy

– – Fairchild and affiliates file for Ch. 11 protection, stalking horse named, 291
– – Frontier Airlines, Republic Airways outbids Southwest Airlines, 795; court approves (Bankr. S.D.N.Y.), 885

– Consolidations expected to rise, transnational mergers remain problematic, 760
– Delta Air Lines

– – Capacity cut, voluntary severance program announced, 8
– – Northwest merger

– – – Flight attendant seniority list merger backed, union charges breach of Railway Labor Act (D.D.C.), 172
– – – Flight attendant union seeks single transportation system status to trigger representation election, 728; IAM urges Natl. Mediation Bd. to declare single carrier status, 775; single carrier status remains under study, voting rule changes under consideration, 953

– EU merger approvals

See EU MERGER APPROVAL

– India, foreign airline investments in domestic carriers under consideration, 112
– Italy, Alitalia restructuring

– – AirFrance-KLM merger approved, 241
– – Antitrust authorities to avoid blocking merger of operations, 84

– Japan Airlines

– – Delta Air Lines injection of capital likely to clear antitrust concerns, 880
– – Policy shift on privatization prompts reconsideration, 1010

– Lufthansa

– – Austrian Airlines takeover under antitrust authority investigation, 151; EC opens investigation, 656; tentative approval granted, 756; regulators approve, 851
– – British Midland acquisition, EC approves, 496
– – SB Brussels Airlines takeover faces full EC review, 111; EC clears subject to route changes, 630

– US Airways/America West merger, union violated duty of fair representation in presenting seniority list favoring US Airways pilots (D. Ariz.), 727

ALCOHOLIC BEVERAGES

– Anheuser-Busch/InBev merger

– – Consumer antitrust potential competitor claims rejected (E.D. Mo.), 769
– – Labatt brand divestiture, DOJ consent decree approved (D.D.C.), 789

– Canada, Labatt Brewing/Lakeport Brewing Income Fund merger not to be challenged, 85
– Japan, Kirin Beverages/Suntory Beverage & Food merger, Japan Fair Trade Comm. to investigate, 680; Japan FTC considers divestiture, 882

ALTER EGOS

See SUCCESSOR LIABILITY

ALTERNATIVE DISPUTE RESOLUTION (ADR)

– Exempla managed Colo. hospitals, arbitration slated over sale of stock to Catholic nonprofit system, 62; sale violates state law, 578; agreement to transfer membership reached, 805; Exempla board approves transfer, 1015
– MMM Holdings/PMC Holding merger, post-closing adjustment payment claims required to be arbitrated (Del. Ch.), 30
– Union organizers, right of access to newly acquired stores not subject to arbitration (M.D. Pa.), 366

ANALYSIS AND PERSPECTIVE

– Attorney-client privilege re intellectual property due diligence, 344
– Banking, FDIC private buyer proposal may cool investors, 710
– Bankruptcy reorganizations, securing cost basis, 469
– Business restructuring, OECD draft on transfer pricing and tax treaty application, 18
– Corporate acquisition indebtedness, avoiding IRC §279 penalties, 323
– Earn-outs, agreement drafting strategies, 581
– Factors driving current merger activities, 635
– GM stock as worthless, 607
– Merger agreements in a down market, 292
– Mexico tax reform proposal, 1041
– Post-recession economy, steps needed to be addressed before entering agreements, 985
– Tax-free reorganizations, substantial part or portion definition difficult to pin down, 686

ANTITRUST

– ABA Antitrust Section meetings

See CONFERENCES AND MEETINGS

– Airlines

See AIR TRANSPORTATION

– Alcoholic beverages, Anheuser-Busch/InBev merger

– – Consumer antitrust potential competitor claims rejected (E.D. Mo.), 769
– – Labatt brand divestiture, DOJ consent decree approved (D.D.C.), 789

– Canada

See CANADA

– Chemicals

– – BASF acquisition of Ciba Holding approved subject to divestments (FTC), 303
– – Dow Chemical/Rohm and Haas merger, FTC clears as Dow seeks to back out, 95; Canada approves, Dow not to proceed, 111; settlement reached, 231

– Chile considers toughening competition laws, 199
– Concrete manufacturers, Oldcastle Architectural/Pavestone merger, FTC seeks to block (FTC), 49; offer withdrawn, 71
– Credit crisis, House panel examines role in bank merger climate, 253
– DOJ

See JUSTICE DEPARTMENT (DOJ)

– Drug stores, CVS/Caremark merger

– – Consumer options reduced, 477
– – FTC investigation opened, 1071
– – SEIU union head urges FTC to investigate, 855
– – State legislator group seeks FTC inquiry into effects, 455

– Electricity

– – Electricite de France acquisition of British Energy cleared by EU regulators, 13
– – Partial acquisitions, FTC urges FERC to gauge effects falling short of control, 441
– – Schneider Electric/Legrand merger, EU regulator's flawed denial of merger may lead to compensation (ECJ), 131; penalty overturned, regulators ordered to pay legal costs (ECJ), 705

– Enforcement

– – EC report highlights 2008 accomplishments, 802
– – Economic crisis not justification to relaxed, DOJ official says, 487
– – Obama administration to be robust, online privacy issues seen as factor, 463

– EU

See EUROPEAN UNION (EU)

– EU merger approvals

See EU MERGER APPROVAL

– Failing firm defense, OECD Competition Comm. discussion, 1034
– France

See FRANCE

– FTC

See FEDERAL TRADE COMMISSION (FTC)

– Germany, parliament amends Restraints of Competition law, 198
– Grocers, Whole Foods/Wild Oats merger, Whole Foods seeks competitors' information as defense to FTC administrative proceedings, 47; merger in public interest only remaining issue, 69; request to halt FTC proceeding denied (D.C. Cir.), 96; FTC postpones proceeding, 122; settlement reached (FTC), 229
– Health care industry

– – Enforcement likely to increase in face of increased plan mergers, 319
– – Exemption repeal urged by Research Inst., 1038
– – HMO and PPO market dominated by 3 companies, GAO report, 855
– – Hospital mergers, FTC review to focus on potential for quality of care improvement, 163
– – Medical equipment manufacturers, ventricle devices, FTC sues to stop Thoratec acquisition of HeartWare Intl. (FTC), 719; merger agreement terminated, 745
– – Omnicare claims against merged Medicare prescription drug insurers dismissed for lack of evidence (N.D. Ill.), 70
– – Pharmaceutical companies

See PHARMACEUTICAL COMPANIES

– – Plan consolidations, AHA urges increased review and enforcement, 474
– – U.S. markets dominated by one or 2 insurers, 114

– Horizontal merger guidelines, FTC and DOJ seek comments, public workshops planned, 897; DOJ official discusses, 898
– Information technology, enforcement rumors chill innovation, 761
– International standards, opportunities for dialog on single-firm conduct and remedies remain, 909
– Italy

– – Alitalia restructuring

– – – AirFrance-KLM merger approved, 241
– – – Antitrust authorities to avoid blocking merger of operations, 84

– – Banking and insurance industry focus of antitrust authority warning, 152
– – Chrysler Fiat deal not to be reviewed, 87; merger may present antitrust risks to European acquisitions, 453; EC warns German, British, and Italian governments against setting conditions for merger, 472
– – Regulators seek closer scrutiny, 84

– Japan, Kirin Beverages/Suntory Beverage & Food merger, Japan Fair Trade Comm. to investigate, 680; Japan FTC considers divestiture, 882
– K+S Aktiengesellschaft/Morton Intl. merger, FTC consent order requires sale of subsidiaries, 922
– Meat packing industry, JBS acquisition of NBP, DOJ to end litigation following abandonment of merger plans, 191
– Medical equipment manufacturers, Galil Medical/Endocare merger abandoned after FTC investigation launched, HealthTronics agrees to purchase Endocare, 604; Galil and Endocare reach agreement on terminated agreement, 685
– Merger analysis, ICN adopts new recommended practices, 574
– Microsoft-Yahoo search engine deal, DOJ issues second request for data and documents, 867
– Mitsubishi Rayon Co. takeover of Lucite Intl., China conditionally approves, 425
– Newspaper industry seeks exemption, 386
– OECD discusses enforcement in light of economic realities, 220
– Oil and gas, RWE/Essent merger, RWE agrees to spin off Germany high pressure transmission network, 268; EC approves, 630
– Omya/J.M. Huber merger, EC authorized to suspend investigations (EU Ct. First Instance), 131
– Outpatient clinics, Carilion Clinic acquisition of Center for Advanced Imaging and Center for Surgical Excellence in Roanoke, Va., FTC issues administrative complaint (FTC), 720; Carilion agrees to divestiture, 945
– Pharmaceutical companies

See PHARMACEUTICAL COMPANIES

– Radio, Chile approves legislation to curb concentration of broadcast concessions, 152
– Railroads

– – Exemption elimination

See LEGISLATION, FEDERAL, HR 233, S 146

– – France, national railway system authorized to take control of Novatrans, 1011

– Russia

– – Fines, constitutional court limits powers of antitrust agency, 633
– – Law amendments approved by Parliament, 660; president signs, 707

– Rust inhibitors, Lubrizol/Lockhart asset purchase, FTC proposes consent order to restore competition (FTC), 190
– Sapa Holding/Indalex Holding Finance merger, DOJ requires divestiture of aluminum sheathing business (D.D.C.), 722; consent decree requires divestitures, 746
– Semiconductors, Microsemi/Semicoa merger, DOJ challenge transferred to Cal. (E.D. Va.), 278; DOL requires Microsemi to divest Semicoa assets (C.D. Cal.), 790
– Software, Oracle/Sun Microsystems takeover, EU launches probe, 850; EC rejects Oracle criticism, expresses displeasure with DOJ approval, 1080
– Telecommunications

– – AT&T/Centennial Communications

– – – Deal finalized, 1071
– – – Divestiture of assets required as precondition (D.D.C.), 974

– – Wireless market, Kohl (D-Wis) urges FCC and DOJ to conduct review, 645

– Ticketmaster/Live Nation merger, antitrust concerns raised, 188; UK OFT refers to Competition Comm., 573
– UK

– – NBTY Europe/Julian Graves grocery store merger, Office of Fair Trading refers completed acquisition to Competition Comm., 288
– – Ticketmaster/Live Nation merger, OFT refers to Competition Comm., 573

ARBITRATION

See ALTERNATIVE DISPUTE RESOLUTION (ADR)

ATTORNEYS

– Attorney-client privilege

– – Bank of Am./Merrill Lynch merger, N.Y. AG subpoenas Bank of Am. head and Merrill Lynch former CEO, 100; N.Y. AG warns BoA to disclose legal advise on which privilege based, 837; privilege waived, 975; documents released to House panel, 1001
– – Intellectual property due diligence, Analysis and Perspective, 344

– FCC General Counsel Blumenthal to leave, 29
– Fees

– – Dilatory conduct resulting in additional costs to defendants results in plaintiff's attorneys personal liability for added costs (Del. Ch.), 444
– – Indemnification, prior judgment on breach of merger claim not bar (Del.), 257
– – Tender offer price increase, fees rejected for lack of causal connection (Del. Ch.), 334

– Insider trading

– – Canadian lawyer pleads guilty (S.D.N.Y.), 1025
– – Teleplus/Rooms.com merge, attorney charged with use of client data (D.D.C.), 899

– Legal malpractice, cause of action may be assigned to former shareholders of company (Ill. App. Ct.), 662

AUDITS

See generally ACCOUNTING

AUSTRALIA

– Consolidated returns, draft legislation released, 423

AUTOMOBILE INDUSTRY

See MOTOR VEHICLES