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
– Consolidation of U.S. and international standards

– – IASB faces political pressure, project threatened, 513
– – SEC disappointed with small number of comments, 418

– Deconsolidation of subsidiary, FAS 160 to be clarified, 422; exposure draft with real estate carve-out expected, 627
– Fair value

– – Bank bailouts, trade groups urge administration not to tamper with principles in financial rescue package, 175
– – Derivatives, IASB not to change day-one gains and losses or liabilities with demand features, 194
– – Disclosure enhancements expected in third quarter, 398; Final Regs. delayed, informal trials to be conducted, 512
– – EU changes rejected by IASB, EC mulls response, 59
– – Failure to observe fair value accounting is root of crisis, Goldman Sachs CEO says, 341
– – FASB proposal criticized, 79; changes approved to eliminated 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
– – Financial instruments

– – – Basel Comm. issues guidance, 371
– – – Consolidations and derecognition, IASB to hold roundtable discussion on off-balance-sheet reporting, 399; agreement reached on delaying finalization, 493; IASB roundtable addresses issues, 536; FASB planning guidance, 538; IASB warned about retroactive application, 570; more work needed to win constituent support, 596; IASB denies shift to full fair value, 598; balance sheets likely to balloon, 598; likely changes outlined, 626
– – – Current value method under consideration, 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
– – – IASB chairman to face EU over EU demands, 536
– – – International standards project threatened by political pressures, 513; IASB argues changes better than adopting FASB rules, 570

– – G-20 agree to pursue reforms, 341
– – Group of Thirty calls for increased flexibility, 80
– – Hedge and private equity funds, alternative investment guidance expected, 450
– – House Fin. Serv. panel schedules hearing, 216
– – International standards, 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
– – Liabilities, draft guidance issued, 449
– – SEC

– – – Chamber of Commerce recommends use of SEC study findings, 146
– – – IFRS proposal needs to be reconsidered, SEC chair nominee comments, 109

– – 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

– International merger standards, IFRIC rejects constituent requests, 467; IASB to address issues, 511
– Joint ventures, IASB redeliberates proposals following constituents' comments, 494
– Nonprofit organization mergers, FASB final standards expected, 192; issued, 510
– PCAOB Prop. Regs., SEC seeks comments on special and annual reports and successor firm registrations, 625
– 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

ADR

See ALTERNATIVE DISPUTE RESOLUTION (ADR)

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
– Delta Air Lines

– – Capacity cut, voluntary severance program announced, 8
– – Flight attendant seniority list merger backed, union charges breach of Railway Labor Act (D.D.C.), 172

– 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

– Lufthansa

– – Austrian Airlines takeover under antitrust authority investigation, 151
– – British Midland acquisition, EC approves, 496
– – SB Brussels Airlines takeover faces full EC review, 111; EC clears subject to route changes, 630

ALCOHOLIC BEVERAGES

– Canada, Labatt Brewing/Lakeport Brewing Income Fund merger not to be challenged, 85

ALTER EGOS

– Building and construction, successor of dissolved firm liable for unpaid pension contributions (E.D. Mo.), 77

ALTERNATIVE DISPUTE RESOLUTION (ADR)

– Exempla managed Colo. hospitals, arbitration slated over sale of stock to Catholic nonprofit system, 62; sale violates state law, 578
– 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
– 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, Analysis & Perspective, 607
– Merger agreements in a down market, 292

ANTITRUST

– Airlines

See AIR TRANSPORTATION

– American Bar Ass'n, Spring Antitrust Section meeting, 319; 331
– 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

– 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

– – Antitrust Div., Varney nominated to head, 96; Senate Judiciary Comm. considers, 230; Judiciary Comm. reports nomination, 277; senior leadership team announced, 389
– – Competition re enforcement, Center for American Progress report highlights challenges to restoring balance, 464

– Drug stores, CVS/Caremark merger, 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

– Enforcement

– – Economic crisis not justification to relaxed, DOJ official says, 487
– – Obama administration to be robust, online privacy issues seen as factor, 463

– EU merger approvals

See EU MERGER APPROVAL

– France

– – Audiovisual market, Competition Authority favors stronger regulation, 427
– – Banque Populaire/Caisse d'Epargne merger approved, 633
– – Enforcement authority consolidated in new Competition Authority, 83; first meeting held, 219

– FTC

– – Bureau of Competition acting director Wales to leave, 304
– – Commissioner outlines challenges facing agency, 331
– – Jurisdictional threshold increased, 27

– 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
– – Hospital mergers, FTC review to focus on potential for quality of care improvement, 163
– – Omnicare antitrust claims against merged Medicare prescription drug insurers dismissed for lack of evidence (N.D. Ill.), 70
– – Plan consolidations, AHA urges increased review and enforcement, 474
– – U.S. markets dominated by one or 2 insurers, 114

– 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

– 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
– Merger analysis, ICN adopts new recommended practices, 574
– 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
– Pharmaceutical companies

– – Merck/Schering-Plough merger

See PHARMACEUTICAL COMPANIES

– – Pfizer takeover of Wyeth, EC to investigate, 541
– – Watchdog group urges FTC to consider effects on drug innovation, 359

– Radio, Chile approves legislation to curb concentration of broadcast concessions, 152
– Railroad exemption elimination

See LEGISLATION, FEDERAL, HR 233, S 146

– Russia, fines, constitutional court limits powers of antitrust agency, 633
– Rust inhibitors, Lubrizol/Lockhart asset purchase, FTC proposes consent order to restore competition (FTC), 190
– Semiconductors, Microsemi/Semicoa merger, DOJ challenge transferred to Cal. (E.D. Va.), 278
– 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

ARBITRATION

See ALTERNATIVE DISPUTE RESOLUTION (ADR)

ATTORNEYS

– Attorney-client privilege re 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

AUDITS

See generally ACCOUNTING

AUSTRALIA

– Consolidated returns, draft legislation released, 423

AUTOMOBILE INDUSTRY

See MOTOR VEHICLES