Mergers & Acquisitions Law Report Index-Summary

BANKING

– Accounting issues

– Antitrust

– – Credit crisis, House panel examines role in bank merger climate, 253
– – Italy, industry focus of antitrust authority warning, 152

– Asset swap between Citigroup unit and Legg Mason, suit alleging omissions in offering documents dismissed (2d Cir.), 950
– Bailout

– – Anglo Irish Bank, Ireland nationalizes, 83
– – Bank of Am. CEO to return 2009 pay, 996
– – Bank of Am./Merrill Lynch merger

– – – Bank of Am. receives additional funds to guard against losses, 69
– – – Executive bonuses

See EXECUTIVE COMPENSATION

– – – Lobbying, TARP inspector general asked to investigate use of funds against bonus legislation, 366
– – – Treasury and Fed threatened to remove board if deal canceled, 383; BoA CEO questioned by House panel, 561; Bernake claims not threats made, 615; former Treasury Sec. Paulson says pressuring BoA necessary, 669

– – Citibank

– – – TARP investment update, 28
– – – Treasury set to increase stake, 209

– – Dexia, EC continues restructuring drive, approves additional funds, 1062
– – EC outlines long-term criteria to be used to determine survivability re shutdown, 731
– – FDIC Legacy Loan Program guaranteeing financing for leveraged transactions, pilot program under consideration, 387; first sale announced, 866
– – Germany, IKB bailout approved by EC, restructuring rejected, 801
– – JP Morgan Chase/Bear Stearns merger, Treasury responds to Senate inquiry, supportive of Fed-approved financing arrangement, 304
– – Loss deduction

See OWNERSHIP CHANGES IN LOSS CORPORATIONS

– – Merrill Lynch continues to be target of securities litigation, 828
– – TARP

– – – Executive compensation, limits proposed at selected firms, 995
– – – Executive compensation, TARP inspector general asked to investigate lobbying against bonus legislation, 366
– – – Government-held assets, financial managers selected to supervise, 388
– – – Investment update includes GM and Citibank loans, 28
– – – Paybacks announced by 8 banks, 603

– – “Too big to fail” banks

– – – Economists favor break up as key part in recovery, 403
– – – Kansas City Fed president critical of approach, 243
– – – OECD Competition Comm. report urges reduction in too big to fail banks, 660

– – UK

– – – Bank of England to buy private sector assets, 82
– – – Royal Bank of Scotland and Lloyds Banking Group to receive additional government contributions, 1061

– Banco Santander and Lufthansa AirPlus Servicekarten acquisition of Diners Club Spain, EC clears, 15
– Bank failures

See FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC)

– Bank Holding Company Act

– – Application procedures eased, 384
– – Equity investments, Fed disapproves use of silo structures to bypass restrictions, 384

– Cash balance plans, J.P. Morgan employee receiving full distribution has standing to seek damages for conversion deficiency notice (S.D.N.Y.), 105
– Charter conversions, FFIEC warns firms undergoing enforcement actions, 644
– China not looking to buy U.S. banks, 218
– Citigroup

– – Bailout

See Bailout, this heading

– – Mexico, Banamex subsidiary, U.S. Treasury ownership exceeding constitutional limits, decision to challenge legality of control delayed, 935; Mexican Parliament votes to challenge, 960; 980; Mexican Supreme Court to hear challenge, 1059
– – Wells Fargo acquisition of Wachovia, Citigroup exclusivity agreement not bar to acquisition (S.D.N.Y.), 682

– Consolidations raise ERISA prohibited transactions issued, 873
– Corus Bankshares reaches agreement with FRB to seek merger or capital infusions, 180; 40 percent stake sold to REIT, 945
– Credit card processor Cynergy Data files for Ch. 11 (Bankr. D. Del.), 886
– Credit crisis

– – Antitrust, House panel examines role in merger climate, 253
– – EU urges banks to face responsibilities in creating and solving, 268
– – Tax distortions contributed to excess leveraging, IMF paper, 628

– Credit Suisse acquisition of Donaldson, Lufkin & Henrette, dismissal for failure to prosecute denied (Del. Ch.), 444
– Credit unions

See CREDIT UNIONS

– Cross-border regulation key to improving market, 633
– Czech Republic proposes easing transfer of failing bank ownership to health bank, 425
– Deferred compensation, Treasury purchase of equity interests not change in control for §409A purposes, 537
– ERISA stock drop litigation

See ERISA

– EU merger approvals

See EU MERGER APPROVAL

– Executive compensation

See EXECUTIVE COMPENSATION

– Failed banks

See FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC)

– Failed credit unions

See CREDIT UNIONS

– Failed thrift acquisitions, breach of contract award against government reduced by tax benefits (Fed. Cl.), 1027
– FDIC private buyer proposal may cool investors, Analysis and Perspective, 710
– Genesco/Finish Line merger, tortious interference claims against UBS Loan Finance for withdrawal of financing dismissed (E.D.N.Y.), 52
– Germany

See GERMANY

– GMAC Financial Services posts loss, additional federal aid expected, 1063
– Hartford Financial Services Group conversion to S&L holding company, Germany-based Allianz allowed to retain minority stake, 50
– Hexion Specialty Chemicals/Huntsman merger

– – Credit Suisse Securities and Deutsch Bank Securities agree to pay Huntsman millions and provide debt financing (Tex. Dist. Ct.), 622
– – Settlement bars claims against lending banks for specific performance (N.Y. Sup. Ct.), 167

– Huntington Bancshares, Sky Financial Group acquisition, derivative suit fail to demonstrate futility of demand (S.D.Ohio), 975
– IndyMac sale to IMB Holdings, OTS and FDIC approve, 25
– ING to divest insurance, investment management and U.S. divisions, 1033
– Insider trading

– – Citibank former investment banker and brother charged (N.D. Cal.), 446
– – Fidelity Nat'l former director settles SEC claims over LendingTree stock (C.D. Cal.), 365

– Loan loss accounting, SEC sends letters to CFOs urging reevaluation in management discussion and analysis disclosures, 798
– Mergers and consolidations to continue through 2009, 201
– Morgan Stanley to use equity funds to increase stake in Taiwan-based bank, 644
– Nationalization

– – Anglo Irish Bank nationalized, 83
– – Bernanke repeats opposition, 187
– – FDIC chairman says action unlikely, 207
– – Germany

– – – Hypo Real Estate Holding, EC approves nationalization, 496
– – – Legislation allowing compulsory purchase of financial institutions approved by Cabinet, 199

– Netherlands, ABN AMRO bailout, EC raises doubts over terms, 343
– Ownership changes in loss corporations

See OWNERSHIP CHANGES IN LOSS CORPORATIONS

– PennyMac buys mortgage portfolio of 1st National Bank of Nevada from FDIC, 40
– PNC/National City merger

– – Fiduciary breach claim by NCC shareholders settled by additional disclosures (Del. Ch.), 791
– – Layoffs, merger to result in 10 percent reduction, 128

– Public-Private Investment Program

See FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC)

– Regulatory reform

– – Obama plan outlined, 589; clarification, 620; lawmakers and regulators concerned, 1023
– – Regulators should be limited to 3, Comm. on Capital Markets Regulation recommendations, 521

– Securities fraud, Ohio takes lead in class action claiming false proxy statements (S.D.N.Y.), 923
– Securitized assets, stricter capital requirements may put end to use, 875
– Stock drop litigation, Washington Mutual employees claim for retention of stock in face of declining value to proceed (W.D. Wash.), 1003
– Wells Fargo/Wachovia merger

– – Citibank tortious interference claim sent back to state court (S.D.N.Y.), 306
– – Deferred tax assets treatment as capital given more leeway, 208

BANKRUPTCY

– Air transportation

– – 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

– Auto industry

See MOTOR VEHICLES

– Barzel Industries and subsidiaries file for Ch. 11 protection (Bankr. D. Del.), 912
– Basin Water and affiliate file for protection (Bankr. D. Del.), 736
– BearingPoint sale of assets to Deloitte granted expedited approval (Bankr. S.D.N.Y.), 320; sale of business unit to PricewaterhouseCoopers approved, 553
– Chicago Sun-Times, guild members reject concessions, 901
– Chrysler LLC

See MOTOR VEHICLES

– Consolidated returns, subsidiary insolvencies highlights unresolved issues, 420
– Cost basis, securing, Analysis & Perspective, 469
– Credit card processor Cynergy Data files for Ch. 11 (Bankr. D. Del.), 886
– Energy

– – Crusader Energy to sell Sandridge Energy stock, 914
– – Northeast Biofuels LP granted approval for auction of asset (Bankr. S.D.N.Y.), 321
– – Solar Communities and Applied Solar file petition (Bankr. D. Del.), 762

– Environmental remediation, Kerr-McGee and Anadarko Petroleum charged with fraudulently spinning off liabilities to company ending up in bankruptcy (S.D.N.Y.), 509
– Erikson Retirement Communities files for Ch. 11, sale to Redwood proposed (Bankr. N.D. Tex.), 1064
– Foamex Intl. to sell assets to affiliate MatlinPatterson Global Partners as going concern (Bankr. D. Del.), 322
– Foreign main proceedings, Castle Holding 4 Ltd. files for Ch. 15 protection during proceeding in England (S.D.N.Y.), 375
– GM

See MOTOR VEHICLES

– Grocers, Bruno's Supermarkets, sale of assets to Southern Family Markets approved (Bankr N.D. Ala.), 476
– Health clubs, AGT Crunch Acquisition files, CH Fitness Investors enters as stalking horse (Bankr. S.D.N.Y.), 477
– Horse racing, Magna Entertainment files for Ch. 11 protection (Bankr. D. Del.), 244
– Information technology, ESPRE Solutions seeks Chapter 11 protection (Bankr. N.D. Tex.), 155
– Jewelers, Finlay Enterprises files, Gordon Bros. seen as stalking horse, 830
– Lehman Bros. sale of broker-dealer subsidiary to Barclays

– – Good faith and due process standards met (S.D.N.Y.), 280
– – Lehman Bros. receives approval of discovery to investigate sale (Bankr. S.D.N.Y.), 621; Lehman claims Barclays received $5B windfall profits, 868

– Motor vehicle industry

See MOTOR VEHICLES

– Newspapers, Chicago Sun-Times, guild members reject concessions, 901; sale of STMG Holdings approved (Bankr. D. Del.), 1063
– Nortel Networks to sell Enterprise Solutions to stalking horse Avaya, 735
– Paper industry, Recycled Paper Greetings to be acquired by American Greetings, 62
– Pharmaceutical companies

– – Biopure files for Ch. 11 protection (Bankr. D. Mass.), 763
– – Oscient Pharmaceuticals and subsidiary file for CH. 11 protection (Bankr. D. Mass.), 737

– Polaroid Holding enters into stalking horse agreement with PHC Acquisitions, 132
– Retail industry

– – Eddie Bauer sale to Golden Gate Capital approved (Bankr, D. Del.), 737
– – Filene's Basement files (Bankr. S. Del.), 457; sale to Syms approved, 623
– – Fortunoff files for Chapter 11 protection (Bankr. S.D.N.Y.), 155
– – Sleepy's to acquire 1800mattress.com, 321

– Saab files in Sweden, 201; GM sale to Koenigsegg Automotive announced, 603
– Semiconductors, Aviza Technology, Sumitomo Precision Prod. completes asset acquisition (Bankr. N.D. Calif.), 1038
– Settlement payments in leveraged buyout of privately held company to shareholders exempt from avoidance (6th Cir.), 698
– Sports teams

– – Chicago Cubs file for Ch. 11 (Bankr. D Del.), 984
– – Phoenix Coyotes, PSE Sports & Entertainment bid rejected, NHL urged to make another attempt (Bankr. D. Ariz.), 962; NHL clarified bid approved, 1082

– TallyGenicom files for Ch. 11 protection, 133
– Telecommunications, Questex Media Group files, senior lender seen as stalking horse, 1015
– Tire manufacturers, GPX Intl. files (Bankr. D. Mass.), 1083
– Trucking industry, Velocity Express and affiliates files for Ch. 11, private equity group to exchange debt for equity, 937

BASIS

– Bankruptcy, securing cost basis, Analysis & Perspective, 469
– Stock

See SECURITIES

BELGIUM

– Belgacom purchase of BICS and MTN approved by EC, 1034

BEVERAGES

– Alcoholic beverages

See ALCOHOLIC BEVERAGES

– Coca-Cola bid for Huiyuan Juice Group, China rejects, 287; rejection not seen as protectionism, 427

BIOTECH INDUSTRY

– Pharmaceuticals

See PHARMACEUTICAL COMPANIES

BONUSES

– Bank executives

See EXECUTIVE COMPENSATION

BOOKS AND RECORDS

– Investors seek to compel inspection over retention of directors contrary to shareholder vote (Del. Ch.), 392

BROKER-DEALERS

– Bankruptcy, Lehman Bros. sale of broker-dealer subsidiary to Barclays

– JP Morgan Chase/Bear Stearns merger, Treasury responds to Senate inquiry, supportive of Fed-approved financing arrangement, 304
– Merrill Lynch/ Bank of Am. merger

See BANKING

– NASD and NYSE Regulation merger

– – Former NASD member claims false and misleading statements (S.D.N.Y.), 32
– – Sealed court records, news groups seek to unseal (S.D.N.Y.), 1073

– U.K., FSA issues first fine against individual for failure to notify of change in control, 880

BUILDING AND CONSTRUCTION

– Concrete manufacturers, Oldcastle Architectural/Pavestone merger, FTC seeks to block (FTC), 49; offer withdrawn, 71
– EU merger approval

See EU MERGER APPROVAL

– Pensions

– – Alter egos, successor of dissolved firm liable for unpaid contributions (E.D. Mo.), 77
– – Withdrawal liability, successor company with continuity of workforce and location deemed liable (D. Utah), 76