Mergers & Acquisitions Law Report Index-Summary

CANADA

– Antitrust

– – Competition Act changes proposed, 178; passage of changes expands way for increased enforcement, 543
– – Competition Comm'r Scott leaves, Aitkens named interim head, 38; Aitkens appointed to full term, 757; outlines enforcement policy, 1012
– – Hazardous waste disposal, Clean Harbors acquisition of Eveready, settlement requires divestiture of Pembina Area Landfill, 732
– – Labatt Brewing/Lakeport Brewing Income Fund merger not to be challenged, 85
– – Pfizer/Wyeth merger, Competition Bureau approves subject to divestitures, 981
– – Suncor Energy/Petro-Canada merger, consent agreement requires divestiture of retail outlets, 705; Ultramar acquisition of terminals approved, 852

– Bankruptcy, Nortel Networks files, 735
– BASF acquisition of Ciba Holding approved, 375
– Insider trading, attorney pleads guilty (S.D.N.Y.), 1025
– Investment Canada Act update, Prop. Regs. issued, 680
– Merger review procedures, draft of updated guidelines released, 287; ABA sections offer comments, 575
– Premerger notification, efficiencies analysis, Competition Bureau updates guidelines, 267; Industry Canada published draft regs., 375; businesses disappointed with second request requirement, 658; guidelines published, 907

CASINOS

– MGM Mirage sells Las Vegas Treasury Island Hotel and Casino, 16

CELLULAR TELEPHONES

See TELECOMMUNICATIONS

CHARITIES

See NONPROFIT ORGANIZATIONS

CHEMICALS

– Arsenal Capital Partners/DSM Special Products, EC approval subject to divestiture of benzoic acid production, 60
– BASF acquisition of Ciba Holding approved subject to divestments (FTC), 303; Canadian Competition Bureau approves, 375
– Buyouts, change in control insufficient to trigger contractual withdrawal right (Del. Ch.), 231
– Dow Chemical/Rohm and Haas merger, FTC clears as Dow seeks to back out, 95; Rohm and Haas seeks to enforcement agreement (Del. Ch.), 99; Canada approves, Dow not to proceed, 111; settlement reached, 231
– Environmental remediation

See ENVIRONMENT; SUCCESSOR LIABILITY

– Fiduciary duty, Lyondell Chem. directors, Revlon duties limited to obtaining best price (Del.), 279
– 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

– Intl. Petroleum Investment acquisition of NOVA, Adu Dhabi national charged with insider trading (S.D.N.Y.), 751
– Mitsubishi Rayon Co. takeover of Lucite Intl., China conditionally approves, 425
– Rust inhibitors, Lubrizol/Lockhart asset purchase, FTC proposes consent order to restore competition (FTC), 190

CHILE

– Antitrust, toughening of competition laws under consideration, 199
– Radio, legislation to curb concentration of broadcast concessions approved, 152

CHINA

– Banking, purchase of U.S. banks not likely soon, 218
– Beverages, Coca-Cola bid for Huiyuan Juice Group rejected, 287; rejection not seen as protectionism, 427
– Foreign investments

– – Decline noted, 800
– – Mining

– – – CFIUS clears investment by Aluminum Corp. of China in Rio Tinto, 486
– – – Chinese nationals charged with bribery and trade secret violations, 779

– – Not seen as becoming protectionist, 427

– Mitsubishi Rayon Co. takeover of Lucite Intl. conditionally approved, 425

CLASS ACTIONS

– Asset swap between Citigroup unit and Legg Mason, suit alleging omissions in offering documents dismissed (2d Cir.), 950
– Credit Suisse acquisition of Donaldson, Lufkin & Henrette, dismissal for failure to prosecute denied (Del. Ch.), 444
– Hotels, John Q. Hammons Hotels, minority shareholder claims of fair price and dealings to proceed to trial (Del. Ch.), 998
– Jurisdiction, contemporaneous class actions, motion to stay one of proceeding examined under forum non conveniens standards (Del. Ch.), 672
– Securities fraud

– – Amendment of complaint, class actions, trial court has discretion to disallow (7th Cir.), 1000
– – Bank of Am., Ohio takes lead in action claiming false proxy statements (S.D.N.Y.), 923
– – Darden Restaurants, false earning projects accompanied by cautionary language sufficient to comply with PSLRA safe harbor (M.D. Fla.), 793
– – Misrepresentations, failure to disclose negotiations in face of ambiguous merger agreement fails to adequately plead scienter (D. Conn.), 258; amended complaint claim for failure to disclose guarantee limit dismissed, 817
– – State law negligence claim deemed within scope of SLUSA Del. carve-out (9th Cir.), 168

– Stock buy-back at undervalued price, suit charges failure to disclose planned sale (S.D. Fla.), 676
– Stock markets, stock allocation plan in settlement of class suit challenging Philadelphia Stock Exch. ownership approved (Del.), 143
– Vivendi/Activision merger, directors not liable for failing to obtain the best deal (Del. Ch.), 724

CLOTHING INDUSTRY

– Retail bankruptcy filings

See BANKRUPTCY

COLLECTIVE BARGAINING AGREEMENTS

– Chicago Sun-Times, guild members reject concessions, 901
– Combination of workers of small local into larger unit following merger not mandatory subject of bargaining (9th Cir.), 415
– Delta Air Lines/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 remains under study, voting rule changes under consideration, 953

– Retiree health care, unilateral reduction by Raytheon of benefits assumed in merger challenged (D. Ariz.), 416
– Successor liability, perfectly clear successor applicable only where employer leads predecessor employees to believe employment status would remain unchanged (D.C. Cir.), 650
– Union organizer right of access to newly acquired stores not subject to arbitration (M.D. Pa.), 366
– US Airways/America West merger, union violated duty of fair representation in presenting seniority list favoring US Airways pilots (D. Ariz.), 727

COMMITTEE ON FOREIGN INVESTMENT IN THE UNITED STATES (CFIUS)

– Aluminum Corp. of China investment in Rio Tinto cleared, 486
– Annual report to Congress, 47
– Final Regs. take effect, 5

COMMUNICATIONS

See TELECOMMUNICATIONS

COMPENSATION

– Executives

See EXECUTIVE COMPENSATION

– Severance benefits

See SEVERANCE PAY

COMPETITION RESTRAINTS

See ANTITRUST

COMPUTERS

See TECHNOLOGY INDUSTRY

CONCERT PROMOTERS

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

CONFERENCES AND MEETINGS

– ALI-ABA

– – Consolidated returns, 956
– – Liquidations, 312
– – Reorganizations, 340
– – Stock basis, 340

– American Bankruptcy Inst., 548
– American Bar Ass'n

– – Air transportation industry, 760
– – Antitrust enforcement, 487
– – April Banking Comm. meeting, 384; 387
– – Consolidated returns, 929; 956
– – Corporate inversions, 955
– – SEC BoA enforcement action, 925
– – Spring Antitrust Section meeting, 319; 331
– – Tax Section midyear meeting

– – – Consolidated returns, 56
– – – Hot stock, 57
– – – §382 loss limitations, 55; 56

– American Cable Assn., 411
– American Health Lawyers Ass'n, 163
– American Inst. of Certified Public Accountants, 878
– American Securitization Forum, 875
– Canadian Bar Ass'n, 1012
– Chicago-Kent College of Law, 450
– Council of Institutional Investors, 341
– D.C. Bar Ass'n

– – Anti-takeover defenses, 966
– – Consolidated returns, 420
– – §382, 55

– Deutsche Bank, 268
– Dickinson School of Law, 418; 419
– Economic Club of Toronto, 315
– Financial Accounting Standards Advisory Bd., 313
– Financial Accounting Standards Advisory Council, 652
– Financial Accounting Standards Board

See generally ACCOUNTING

– Financial Reporting Conf., Baruch College, 418
– Fordham Competition Law Inst., 909
– French Finance Ministry, 1012
– Institute of Intl. Bankers, 207
– International Accounting Standards Board

See generally ACCOUNTING

– International Competition Network, 574
– International Fiscal Ass'n, 701
– Labor and Employment Relations Assoc., 605
– Licensing Executives Society, 1039
– Practising Law Inst.

– – Corporate transactions, structuring, 1030
– – Executive compensation, 1029
– – Ownership changes in loss corporations, 1032

– World Ass'n of Inv. Promotion Agencies, 981

CONGRESS, U.S.

– Ed. Note: For coverage of legislation by bill number, see LEGISLATION, FEDERAL. For information on measures not yet assigned bill numbers, see relevant subject headings.
– Accounting standards convergence, FASB Advisory Bd. sees need for “champion” in Congress, 654
– House telecommunications subcommittee, Boucher (D-Va) assumes chair, 72

CONSOLIDATED RETURNS

– Accounting, variable interest entities, FASB continues to grapple with kick-out rights and power sharing arrangements, 264
– Australia, consolidated group treatment, draft legislation released, 423
– Dual consolidated loss regs. not retroactive, 57
– Intercompany obligations, Final Regs. issued, 9
– Investments in troubled firms, IRS examining options, 956
– Liquidation of targets, election out of gain recognition in cross-chain sale of stock, Prop. and Temp. Regs. issued, 848; IRS official discusses, 929; IRS corrections, 933
– Loss disallowance regs. clarification in works, 450; work continues, comment period opened, 956
– Membership determination, Final Regs. issued, 515
– Mexico tax reform proposal

– – Analysis and Perspective, 1041
– – Big impact expected, 1060

– Subsidiary insolvencies highlight unresolved issues, 420
– Subsidiary stock sale, redemption deemed distribution in exchange for stock (T.C.), 9
– Taxable year, depreciation, year of parent does not control time of deduction for property owned and placed in service by subsidiary (N.D. Ill.), 10

CONSTRUCTION

See BUILDING AND CONSTRUCTION

CONSULTANTS

– Huron Consulting Group discloses SEC investigation relating to acquisition-related payments, 778

CONTRACTS

– Alliance Data Systems, merger termination fees, negative covenant not to allow delay not affirmative duty to act (Del. Ch.), 100
– Asset purchasing agreement, hedge fund not party to agreement not required to provide funding (Del. Ch.), 593
– Breach of LLC agreement over liability of managing members of investments in Japanese firms denied dismissal (Del. Ch.), 397
– Buyout price, fiduciary breach claim for failure to secure higher price than in contract dismissed (Del. Ch.), 7
– Failed thrift acquisitions, award against government reduced by tax benefits (Fed. Cl.), 1027
– Fiduciary duty, stock redemption under contract agreement before acquisition resulting in higher price subject to contract law (Del. Ch.), 443
– Hazardous waste removal contract small business set asides, letter of intent to acquire another firm deemed disqualifying event (Fed. Cl.), 145
– Preferred stock shareholder rights deemed contract rights derived from certificate of designation (Del. Ch.), 391
– Stock options, inclusion of future value

– – Admissions in pleadings properly considered (Del.), 236
– – Insurer not required to defend fiduciary liability against claims by former officers and directors (N.J. Super. Ct. App. Div.), 748

– Stock resale restrictions, internal discussions not initiation of transaction to avoid agreement requiring additional payments (S.D.N.Y.), 949
– Tortious interference

– – Genesco/Finish Line merger, claims against UBS Loan Finance for withdrawal of financing dismissed (E.D.N.Y.), 52
– – Ventas acquisition of Sunrise Senior Living REIT, $101M verdict rendered against HCP of Calif. (W.D. Ky.), 976
– – Wells Fargo/Wachovia merger, Citibank claim sent back to state court (S.D.N.Y.), 306

COPYRIGHTS

– Software, reorganization and merger of licensee results in unauthorized transfer of license (6th Cir.), 978

CORPORATE GOVERNANCE

– Anti-dilution protections, Amazon.com breach of fiduciary duty claim charging concentrated effort to avoid protections dismissed (Del. Ch.), 672
– Board self-issued shares as compensation for personal guaranties during firm financial crisis upheld (1st Cir.), 999
– Italy, regulators seek closer scrutiny, 84

CORPORATE REORGANIZATIONS

See REORGANIZATIONS

COSTS

– Attorney's fees

See ATTORNEYS

CREDIT CARDS

– Processor Cynergy Data files for Ch. 11 (Bankr. D. Del.), 886

CREDIT UNIONS

– Community One Federal of Las Vegas fails, 771
– Community Reinvestment Act, lawmakers urged to extend coverage to credit unions, 911
– Members' Owned of Calif. and Texas Credit Union Dept. fail, 964
– Mergers expected in increase, 781
– Space Coast and Eastern Financial Fla. merger, NCUA approves, 620

CRIMINAL LAW AND PROCEDURE

– Insider trading

See INSIDER TRADING

– Securities fraud

See SECURITIES FRAUD

CZECH REPUBLIC

– Banks, transfer of ownership of failing bank to health bank, easing of requirement proposed, 425