ProfessionalsScott A. Barshay

Scott A. Barshay
Partner
Tel: +1-212-373-3040
Fax: +1-212-492-0040
emailsbarshay@paulweiss.com
1285 Avenue of the Americas
New York,
NY
10019-6064
Fax: +1-212-492-0040
- Practices:
- Corporate
- Corporate Governance
- Mergers & Acquisitions
Scott A. Barshay is Chair of the Paul, Weiss Corporate Department. His practice focuses on advising clients on mergers and acquisitions, activist defense and other significant corporate matters. Scott also regularly counsels corporations and their directors on securities law, corporate governance, crisis management and internal investigations.
Scott has represented clients in many of the largest and most important M&A transactions and activist defense and corporate matters in recent years, including ADP in its successful proxy contest against Pershing Square; Anheuser-Busch InBev in its $107 billion acquisition of SABMiller; BHP Billiton in the activist campaign by Elliott Management; Burlington Northern Santa Fe in its $44 billion sale to Berkshire Hathaway; Chevron in its $13 billion acquisition of Noble Energy and its proposed $50 billion acquisition of Anadarko Petroleum; Emerson Electric in the activist campaign by D.E. Shaw; General Electric in the $21.4 billion sale of its biopharma business to Danaher; the independent directors of Harris Corporation in its $37 billion merger of equals with L3 Technologies; Honeywell International in its unsolicited $90 billion offer to acquire United Technologies and in the activist campaign by Third Point; IBM in its $34 billion acquisition of Red Hat; Kraft Heinz in its proposed $143 billion acquisition of Unilever; Mylan in its successful defense against a $40 billion hostile takeover offer from Teva and in its $35 billion hostile offer to acquire Perrigo; Qualcomm in its successful defense against a $142 billion hostile takeover offer from Broadcom, its proposed $47 billion acquisition of NXP Semiconductors, and in the activist campaign by JANA Partners; Rocket Companies (the parent company of Quicken Loans) in its initial public offering, resulting in a first day $43 billion market capitalization; Starwood Hotels in its $13.6 billion sale to Marriott International and in Anbang’s competing offers to acquire Starwood; Teladoc Health in its $18.5 billion acquisition of Livongo Health; Trane Technologies in the $15 billion Reverse Morris Trust spin-off and merger of its industrial business with Gardner Denver Holdings; United Airlines in its $7 billion merger of equals with Continental Airlines; and 3G Capital and H.J. Heinz in Heinz’s $60 billion merger with Kraft Foods.
Awards and Recognitions
Scott is widely recognized as one of the country’s leading M&A lawyers. He has been described by the Financial Times as “one of Wall Street’s most prolific dealmakers.” In 2019, the American Lawyer named Scott “Dealmaker of The Year” for his role advising IBM in its $34 billion acquisition of Red Hat. The Wall Street Journal profiled Scott as one of six top dealmakers who “made the year in M&A” in 2019, highlighting his work on the largest and most important transactions of the year, including Chevron/Anadarko Petroleum and GE BioPharma/Danaher. Scott was similarly recognized by the Wall Street Journal in 2018 for advising on more than $300 billion in M&A that year, including IBM/Red Hat and Harris/L3 Technologies; and in 2015 for advising on many of that year’s biggest deals, including AB InBev/SABMiller, Kraft/Heinz, Marriott/Starwood and Schlumberger/Cameron, and for his defense of clients Qualcomm, Xerox, Avon and Cheniere Energy against activist hedge funds. In 2015, Scott was recognized as an “M&A Trailblazer” by the National Law Journal. In 2011, the Financial Times named Scott one of the “Ten Most Innovative Lawyers” in North America. In 2007, the New York Times included Scott in its list of most important dealmakers in recent years, highlighting his work on behalf of Chevron in its successful $18 billion takeover battle for Unocal.
Scott is consistently ranked as a top-tier M&A practitioner by peer review organizations, including Chambers Global; Chambers USA; The Legal 500 US; IFLR1000; Legal Media Group’s Guide to the World’s Leading Mergers and Acquisitions Lawyers; The Lawdragon 500 Leading Lawyers in America; The Lawdragon 500 Leading Dealmakers in America; The Best Lawyers in America; The International Who’s Who of Mergers & Acquisitions Lawyers; and The International Who’s Who of Corporate Governance Lawyers.
EXPERIENCE
Scott has extensive M&A experience in a broad range of industries. Notable representations have included:
AEROSPACE AND DEFENSE
- CSRA in its $9.7 billion sale to General Dynamics
- The independent directors of Harris Corporation in its $37 billion merger of equals with L3 Technologies, and Harris in the sale of its government IT services business to Veritas Capital
- Honeywell International in connection with Third Point’s unsuccessful proposal for Honeywell to spin off its aerospace business
- L3Harris Technologies in the $1 billion sale of its airport security business to Leidos Holdings
CONSUMER AND RETAIL
- 3G Capital and H.J. Heinz in Heinz’s $60 billion merger with Kraft Foods Group to form The Kraft Heinz Company
- Anheuser‑Busch InBev in its $107 billion acquisition of SABMiller and the $12 billion sale of SABMiller’s U.S. and Global Miller Beer businesses to Molson Coors
- The independent directors of Avon in its $3.7 billion sale to Natura & Co., and Avon in the sale of an 80% stake in its North America business to Cerberus Capital Management and in Cerberus’ PIPE investment in Avon’s international business
- Barnes & Noble in its exploration of strategic alternatives and the resulting sale to an affiliate of Elliott Management, and previously in the spin‑off of its college business into a separate publicly traded company (Barnes & Noble Education), the strategic investment by Microsoft in Barnes & Noble’s NOOK business, and the PIPE investment by Liberty Media
- The special committee of the J.Crew board of directors in its $3 billion leveraged buyout by TPG and Leonard Green
- The Jones Group in its $2.2 billion sale to Sycamore Partners; its acquisitions of Barneys New York, Gloria Vanderbilt Apparel and Nine West Group; and its successful hostile acquisition of Maxwell Shoe Co.
- The Kraft Heinz Company in its proposed $143 billion acquisition of Unilever and its proposed $3.2 billion sale of its cheese businesses to Groupe Lactalis
- The special committee of the Pilgrim’s Pride board of directors in its $1.3 billion acquisition of Moy Park from JBS
- Restaurant Brands International in its $1.8 billion acquisition of Popeyes Louisiana Kitchen
ENERGY
- Cameron International in its $15 billion sale to Schlumberger and previously in the formation of its OneSubsea joint venture with Schlumberger
- Chevron in its $13 billion acquisition of Noble Energy, its proposed $50 billion acquisition of Anadarko Petroleum, its successful $18 billion offer to acquire Unocal, and in CNOOC’s competing offer to acquire Unocal
- Delta Air Lines in its acquisition of ConocoPhillips’ Trainer refinery
- Grant Prideco in its $7.4 billion sale to National Oilwell Varco
FINANCIAL INSTITUTIONS
- AerCap Holdings in its $7.6 billion acquisition of International Lease Finance Corporation (ILFC) from AIG
- The special committee of the Delphi Financial board of directors in its $2.7 billion sale to Tokio Marine Holdings
- Deutsche Börse in its proposed $10 billion merger of equals with NYSE Euronext and in Nasdaq OMX and Intercontinental Exchange’s competing offer to acquire NYSE Euronext
- Paine Webber in its $15 billion sale to UBS
HEALTHCARE
- Alere in its $5.3 billion sale to Abbott Laboratories
- Alexion Pharmaceuticals in its $1.4 billion acquisition of Portola Pharmaceuticals
- ARIAD Pharmaceuticals in its $5.2 billion sale to Takeda Pharmaceutical Co.
- Biogen in the $5 billion spin-off of its global hemophilia business into a separate publicly traded company (Bioverativ)
- Bioverativ in its $11.6 billion sale to Sanofi
- General Electric in the $21.4 billion sale of its biopharma business to Danaher
- King Pharmaceuticals in its proposed $4 billion sale to Mylan Laboratories
- The Medicines Company in its $9.7 billion sale to Novartis
- Mylan in its successful defense against a $40 billion hostile takeover offer from Teva Pharmaceutical Industries, its $35 billion hostile offer to acquire Perrigo, and its $5.6 billion inversion acquisition of Abbott Laboratories’ non-U.S. developed markets specialty and branded generics business
- The independent directors of Par Pharmaceutical Co. in its $2 billion leveraged buyout by TPG
- Teladoc Health in its $18.5 billion acquisition of Livongo Health
INDUSTRIALS
- Alcoa in the $2.7 billion sale of its packaging and consumer businesses to Rank Group
- Hertz Global Holdings in its successful $2.6 billion offer to acquire Dollar Thrifty Group and in Avis Budget Group’s competing offers to acquire Dollar Thrifty
- Honeywell International in the spin-off of its resins and chemicals business into a separate publicly traded company (AdvanSix), the spin-off of its turbochargers business into a separate publicly traded company (Garrett Motion), and its unsolicited $90 billion offer to acquire United Technologies
- Martin Marietta Materials in its $3.2 billion acquisition of Texas Industries
- Minerals Technologies in its successful $1.7 billion unsolicited offer to acquire AMCOL International and in Imerys’ competing offers to acquire AMCOL
- Nalco Holding Co. in its $8 billion sale to Ecolab
- Trane Technologies in the $15 billion Reverse Morris Trust spin-off and merger of its industrial business with Gardner Denver Holdings
LODGING AND REAL ESTATE
- ILG in its $4.7 billion sale to Marriott Vacations Worldwide
- Starwood Hotels & Resorts in its $13.6 billion sale to Marriott International and in Anbang Insurance Group’s competing offers to acquire Starwood
- Taylor Morrison in its $2.4 billion acquisition of William Lyon Homes and its $1 billion acquisition of AV Homes
MEDIA AND ENTERTAINMENT
- CBS in its $70 billion merger with Viacom
- Gannett in its $2.2 billion acquisition of Belo
- JACK Entertainment in transactions aggregating more than $2.5 billion in value, including the sale of Greektown Casino-Hotel to Penn National Gaming and VICI Properties; the sale of JACK Cincinnati Casino to Hard Rock International and VICI Properties; the sale Turfway Park to Churchill Downs; and the sale of JACK Cleveland Casino and JACK Thistledown Racino to VICI Properties
- Mandalay Resort Group in its $8 billion sale to MGM Mirage
- Regal Cinemas in its $2.3 billion leveraged buyout by KKR and Hicks, Muse, Tate & Furst
TECHNOLOGY AND TELECOMMUNICATIONS
- Aptiv in the formation of a $4 billion autonomous-driving joint venture with Hyundai Motor Group
- IBM in acquisitions and dispositions aggregating more than $75 billion in value, including its $34 billion acquisition of Red Hat and its spin-off of its managed infrastructure services business into a separate publicly traded company
- The independent directors of JDA Software Group in its $2 billion leveraged buyout by New Mountain Capital
- The independent directors of MCI in its $8.5 billion sale to Verizon and in Qwest Communications’ competing offers to acquire MCI
- NTT DoCoMo in restructuring its $10 billion strategic investment in AT&T
- Nuance Communications in the spin-off of its automotive software business into a separate publicly traded company (Cerence)
- Qualcomm in its successful defense against a $142 billion hostile takeover offer from Broadcom, its proposed $47 billion acquisition of NXP Semiconductors, and its $3.2 billion acquisition of Atheros Communications
- Xerox in the spin-off of its services business into a separate publicly traded company (Conduent), its $8.4 billion acquisition of Affiliated Computer Services, its $1.5 billion acquisition of Global Imaging Systems, and the $1 billion sale of its information technology outsourcing business to Atos
TRANSPORTATION
- Air Methods in its $2.5 billion sale to affiliates of American Securities
- Burlington Northern Santa Fe (BNSF) in its $44 billion sale to Berkshire Hathaway
- Delta Air Lines in its acquisition of 49% of Virgin Atlantic from Singapore Airlines and in Delta’s related trans‑Atlantic joint venture with Virgin
- United Airlines in its $7 billion merger of equals with Continental Airlines and in numerous other acquisitions and joint ventures
Scott is a trusted advisor to many of the largest public companies and their boards of directors defending against hedge fund activism. His representations in this area have included:
- ADP in its successful proxy contest against Pershing Square Capital Management
- Air Methods in the activist campaign by Voce Capital Management
- ARIAD Pharmaceuticals in the adoption of its shareholder rights plan and in the activist campaign by Sarissa Capital
- Avon in the activist campaign by Barington Capital
- Barnes & Noble in the adoption of its shareholder rights plan (upheld by the Delaware Chancery Court and the Delaware Supreme Court), its successful proxy contest against Ron Burkle and The Yucaipa Companies, and in separate activist campaigns by Pershing Square Capital Management and Sandell Asset Management
- BHP Billiton in the activist campaign by Elliott Management
- Cameron International in activist defense against JANA Partners and Elliott Management
- Cheniere Energy in the activist campaign by Carl Icahn
- Chico’s FAS in its successful proxy contest against Barington Capital and in connection with unsolicited takeover offers from Sycamore Partners
- Commvault Systems in the activist campaigns by, and settlement agreements with, Elliott Management and Starboard Value
- Emerson Electric in the activist campaign by D.E. Shaw to split Emerson’s industrial automation business from its climate technology business
- Gannett in its successful acquisition of Belo, which was challenged by various arbitrageurs and hedge funds
- Harris Corporation in the activist campaign by JANA Partners
- Helix Energy Solutions in activist defense against Greenlight Capital
- Hertz Global Holdings in the adoption of its shareholder rights plan, its settlement agreement with Carl Icahn, and in share accumulations by Corvex Management, Third Point and JANA Partners
- Hologic in the adoption of its shareholder rights plan and in activist campaigns by Carl Icahn and Relational Partners
- Honeywell International in the activist campaign by Third Point
- The Jones Group in the activist campaign by Barington Capital and in share accumulations by Greenlight Capital
- King Pharmaceuticals in share accumulations by Perry Capital
- NCR in the activist campaign by Marcato Capital Management and in share accumulations by JANA Partners and Corvex Management
- Par Pharmaceutical Co. in the activist campaign by Relational Partners
- Qualcomm in the activist campaign by JANA Partners
- Randstad in its successful acquisition of Monster Worldwide, which was challenged by an entity controlled by Alden Global Capital
- Red Robin Gourmet Burgers in connection with an unsolicited takeover offer from Vintage Capital Management, the adoption of its shareholder rights plan, its proxy contest against and settlement agreement with Vintage, and the activist campaign by VIEX Capital Advisors
- Sara Lee in the activist campaign by ValueAct Capital
- Starwood Hotels & Resorts Worldwide in share accumulations by JANA Partners and Third Point
- Web.com in the activist campaign by Okumus Fund Management
Related Resources
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M&A at a Glance (February 2020)
- Feb 13, 2020
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M&A at a Glance (February 2020)
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L3Harris Technologies to Sell Airport Security Business to Leidos for $1 Billion
- Feb 04, 2020
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M&A at a Glance - 2019 Year-End Roundup
- Jan 16, 2020
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M&A at a Glance - 2019 Year-End Roundup
2019 was the strongest year for U.S. M&A activity since 2015, but global M&A activity slowed compared to 2018 levels.
M&A at a Glance (January 2020)
- Jan 15, 2020
- Publications
M&A at a Glance (January 2020)
M&A activity declined across most measures in December 2019.
Delaware M&A Quarterly
- Jan 07, 2020
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the fourth quarter of 2019.
Scott Barshay Featured in WSJ Article on M&A Activity in 2019
- Dec 31, 2019
- Publications
Scott Barshay Featured in WSJ Article on M&A Activity in 2019
Corporate partner Scott Barshay is featured in a Wall Street Journal article spotlighting market commentary by six lawyers and bankers involved in the biggest M&A deals of 2019.
M&A at a Glance (December 2019)
- Dec 16, 2019
- Publications
M&A at a Glance (December 2019)
M&A activity in the U.S. and worldwide was mixed in November. The number of deals continued to fall with a decline of 13.5% in the U.S., to 721, and of 7.7% globally, to 2,710. At the same time, total deal value rose by 48.3% in…
The Medicines Company to Be Acquired by Novartis in $9.7 Billion Deal
- Nov 24, 2019
- Client News
The Medicines Company to Be Acquired by Novartis in $9.7 Billion Deal
Paul, Weiss is advising The Medicines Company in its all-cash $9.7 billion acquisition by Swiss pharmaceutical giant Novartis AG.
M&A at a Glance (November 2019)
- Nov 15, 2019
- Publications
M&A at a Glance (November 2019)
M&A activity in the U.S. and worldwide was mixed in October. The number of deals continued to fall with a decline of 11.2% in the U.S., to 744, and of 8.1% globally, to 2,708. At the same time, total deal value rose by 37.5% in…
Recent Delaware Decisions Signal Renewed Focus on Board-Level Compliance Oversight
- Nov 13, 2019
- Publications
Recent Delaware Decisions Signal Renewed Focus on Board-Level Compliance Oversight
Breach of the duty of oversight claims against Delaware directors are known as “possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment.”
Taylor Morrison to Acquire William Lyon Homes in $2.4 Billion Deal
- Nov 06, 2019
- Client News
Taylor Morrison to Acquire William Lyon Homes in $2.4 Billion Deal
Paul, Weiss is representing leading national homebuilder and developer Taylor Morrison Home Corporation in its cash-and-stock acquisition of William Lyon Homes for $2.4 billion, including assumption of debt.
JACK Entertainment to Sell Cleveland Casino and Thistledown Racino to VICI Properties
- Oct 28, 2019
- Client News
JACK Entertainment to Sell Cleveland Casino and Thistledown Racino to VICI Properties
Paul, Weiss is representing JACK Entertainment, a portfolio company of Rock Ventures LLC, in the sale of casino entitled land and related assets associated with JACK Cleveland Casino and JACK Thistledown Racino to experiential real…
M&A at a Glance (October 2019)
- Oct 15, 2019
- Publications
M&A at a Glance (October 2019)
M&A activity in the U.S. and worldwide declined against many indicators in September, confirming numerous recent reports that dealmaking has taken a downturn.
Nuance Completes Spin-Off of Cerence
- Oct 01, 2019
- Client News
Nuance Completes Spin-Off of Cerence
Paul, Weiss represented leading provider of conversational artificial intelligence Nuance Communications, Inc. in its spin-off of automotive software business Cerence Inc.
Delaware M&A Quarterly
- Oct 03, 2019
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the third quarter of 2019.
Aptiv and Hyundai to Form Autonomous Driving Joint Venture
- Sep 23, 2019
- Client News
Aptiv and Hyundai to Form Autonomous Driving Joint Venture
Paul, Weiss is representing global technology company Aptiv in an autonomous driving joint venture with Hyundai Motor Group.
Scott Barshay to Participate in Panel Discussion on Shareholder Activism
- Sep 26, 2019
- Events
Scott Barshay to Participate in Panel Discussion on Shareholder Activism
Corporate partner Scott Barshay will join four experienced shareholder activist defense experts at an invitation-only breakfast event hosted by independent international law firm Gide Loyrette Nouel and global strategic communications …
M&A at a Glance (September 2019)
- Sep 16, 2019
- Publications
M&A at a Glance (September 2019)
M&A activity in the U.S. and worldwide weakened in August across almost all indicators.
M&A at a Glance (August 2019)
- Aug 15, 2019
- Publications
M&A at a Glance (August 2019)
M&A activity in the U.S. and globally generally weakened in July. The only bright spots were an increase in the number of deals globally, by 6.9%, to 2,893 deals and an increase in certain sponsor-related and crossborder activity.
M&A at a Glance (July 2019)
- Jul 15, 2019
- Publications
M&A at a Glance (July 2019)
M&A activity in the U.S. and globally in June was mixed. While the number of deals decreased by 23.7% in the U.S., to 655 deals, and by 13.2% globally, to 2,487 deals, the total value of deals increased significantly, by 122.3% in …
IBM Completes Landmark $34 Billion Acquisition of Red Hat
- Jul 11, 2019
- Client News
IBM Completes Landmark $34 Billion Acquisition of Red Hat
Paul, Weiss advised International Business Machines Corp. in its all-cash acquisition of Red Hat Inc., creating the world’s largest hybrid cloud provider.
Delaware Court of Chancery Holds Controlling Stockholder Merger May Have Violated Section 203; Stockholders May Enforce Related Standstill
- Jul 10, 2019
- Publications
Delaware Court of Chancery Holds Controlling Stockholder Merger May Have Violated Section 203; Stockholders May Enforce Related Standstill
Recently in Arkansas Teacher Retirement System v. Alon USA Energy, Inc., the Delaware Court of Chancery (in an opinion by Vice Chancellor McCormick) held, on a motion to dismiss, that Delek US Holdings, Inc.’s acquisition of Alon may…
Delaware M&A Quarterly
- Jul 09, 2019
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the second quarter of 2019.
The Medicines Company Closes Public Offering of Common Stock
- Jun 28, 2019
- Client News
The Medicines Company Closes Public Offering of Common Stock
Paul, Weiss client The Medicines Company, a biopharmaceutical company focused on developing treatments for atherosclerotic cardiovascular disease, closed a public offering of 5,227,273 shares of its common stock at a public offering…
Delaware Supreme Court Finds Directors May have Breached Caremark Duties by Failing to Oversee Compliance Risks; Rules Personal and Business Relationships Undermined Director’s Independence
- Jun 25, 2019
- Publications
Delaware Supreme Court Finds Directors May have Breached Caremark Duties by Failing to Oversee Compliance Risks; Rules Personal and Business Relationships Undermined Director’s Independence
Recently in Marchand v. Barnhill, the Delaware Supreme Court, sitting en banc, reversed the Court of Chancery’s dismissal of claims alleging that the directors of Blue Bell Creameries USA, Inc. acted in bad faith by failing to…
M&A at a Glance (June 2019)
- Jun 17, 2019
- Publications
M&A at a Glance (June 2019)
M&A activity in the U.S. and globally for the month of May was generally consistent with April levels. The most notable changes in May were an increase in the number of sponsor-related deals by almost 75% to 187 in the U.S. and by …
Barnes & Noble to Be Acquired by Elliott
- Jun 07, 2019
- Client News
Barnes & Noble to Be Acquired by Elliott
Paul, Weiss is representing the Board of Directors of Barnes & Noble, Inc., the nation’s largest bookseller, in the company’s approximately $683 million all-cash acquisition by Elliott Advisors (UK) Limited.
Avon to Be Acquired by Natura & Co in $3.7 Billion Deal
- May 22, 2019
- Client News
Avon to Be Acquired by Natura & Co in $3.7 Billion Deal
Paul, Weiss is representing the independent directors of Avon Products, Inc. in Avon’s all-stock acquisition by Natura & Co. Upon completion of the transaction, valued at $3.7 billion, Natura & Co’s shareholders will own…
Scott Barshay, Jeffrey Marell and Steven Williams to Participate in The Deal’s Corporate Governance Conference
- Jun 06, 2019
- Events
Scott Barshay, Jeffrey Marell and Steven Williams to Participate in The Deal’s Corporate Governance Conference
Corporate partners Scott Barshay, Jeffrey Marell and Steven Williams will participate in The Deal’s upcoming conference, “Exploring Shareholder Activism.”
Scott Barshay to Participate in International M&A Conference
- Jun 05, 2019
- Events
Scott Barshay to Participate in International M&A Conference
Corporate partner Scott Barshay will moderate a panel at the 18th Annual International Mergers & Acquisitions Conference.
M&A at a Glance (May 2019)
- May 15, 2019
- Publications
M&A at a Glance (May 2019)
M&A activity in the U.S. and globally generally fell in the month of April. The number of U.S. deals decreased by 15.6%, to 622, and the number of global deals decreased by 10.3%, to 2,530. However, the total value of U.S. deals…
Ingersoll-Rand Industrial Business to Merge With Gardner Denver, Creating $15 Billion Company
- Apr 30, 2019
- Client News
Ingersoll-Rand Industrial Business to Merge With Gardner Denver, Creating $15 Billion Company
Paul, Weiss is advising Ingersoll-Rand plc in the merger of its Industrial business with Gardner Denver Holdings, Inc. The complex cash-and-stock deal will create a $15 billion global leader in mission-critical flow creation and…
Delaware Supreme Court Rejects Reliance on Trading Price in Appraisal Action; Orders Award of Deal Price Minus Synergies
- Apr 19, 2019
- Publications
Delaware Supreme Court Rejects Reliance on Trading Price in Appraisal Action; Orders Award of Deal Price Minus Synergies
In Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., the Delaware Supreme Court reversed the Court of Chancery’s exclusive reliance on a pre-announcement stock trading price to determine “fair value” in a statutory appraisal …
M&A at a Glance (April 2019)
- Apr 15, 2019
- Publications
M&A at a Glance (April 2019)
In March, M&A activity remained generally slow in the U.S. but showed strong signs of recovery globally. The total value of U.S. deals decreased by 14.3 percent to $116.21 billion, while the total value of global deals increased…
Delaware Supreme Court Clarifies MFW’s “Ab Initio” Requirement and Partially Reverses Chancery Court Dismissal
- Apr 12, 2019
- Publications
Delaware Supreme Court Clarifies MFW’s “Ab Initio” Requirement and Partially Reverses Chancery Court Dismissal
In Olenik v. Lodzinski, the Delaware Supreme Court held that plaintiffs had sufficiently pled facts that the dual protections of a special committee and majority-of-the-minority-vote under the MFW roadmap was not in place before the…
Chevron’s $50 Billion Agreement to Acquire Anadarko
- Apr 12, 2019
- Client News
Chevron’s $50 Billion Agreement to Acquire Anadarko
Paul, Weiss advised Chevron Corporation in its agreement to acquire Anadarko Petroleum Corporation for $50 billion.
Jack Entertainment to Sell Jack Cincinnati Casino and Turfway Park
- Apr 05, 2019
- Client News
Jack Entertainment to Sell Jack Cincinnati Casino and Turfway Park
Paul, Weiss is representing Jack Entertainment LLC, a portfolio company of Rock Ventures LLC, in its $780 million sale of Jack Cincinnati Casino and Turfway Park to Hard Rock International and VICI Properties.
Delaware M&A Quarterly
- Apr 08, 2019
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the first quarter of 2019.
M&A at a Glance (March 2019)
- Mar 14, 2019
- Publications
M&A at a Glance (March 2019)
M&A activity in February 2019 generally slowed in the U.S. and globally. Deal volume by dollar value decreased by 25.6 percent to $152.24 billion in the U.S., and by 30.3 percent to $248.57 billion globally. Further, the number of …
Smith & Nephew to Acquire Osiris Therapeutics
- Mar 12, 2019
- Client News
Smith & Nephew to Acquire Osiris Therapeutics
Paul, Weiss is representing UK-based medical technology business Smith & Nephew plc in its all-cash $660 million acquisition of U.S.-based regenerative medicine maker Osiris Therapeutics, Inc.
General Electric to Sell BioPharma Business to Danaher for $21.4 Billion
- Feb 25, 2019
- Client News
General Electric to Sell BioPharma Business to Danaher for $21.4 Billion
Paul, Weiss is advising General Electric in the sale of its BioPharma business to Danaher for $21.4 billion.
M&A at a Glance (February 2019)
- Feb 14, 2019
- Publications
M&A at a Glance (February 2019)
M&A activity in January 2019 generally increased in the U.S. and globally. Deal volume by dollar value increased by 199.5 percent to $203.96 billion in the U.S., and by 57.5 percent to $354.57 billion globally.
M&A at a Glance – 2018 Year-End Roundup
- Jan 17, 2019
- Publications
M&A at a Glance – 2018 Year-End Roundup
2018 was an up-year for M&A as compared to 2017, notwithstanding some weakness toward the year’s end.
M&A at a Glance (January 2019)
- Jan 15, 2019
- Publications
M&A at a Glance (January 2019)
M&A activity in December 2018 declined across most measures. While M&A activity reached 12-month lows both globally and in the U.S., the declines in the U.S. were significantly more pronounced.
Delaware M&A Quarterly
- Jan 09, 2019
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the fourth quarter of 2018.
Scott Barshay Featured in WSJ Article on M&A in 2018
- Dec 30, 2018
- Publications
Scott Barshay Featured in WSJ Article on M&A in 2018
Corporate partner Scott Barshay is featured in a Wall Street Journal article featuring market commentary by the 7 top bankers and lawyers involved in the biggest M&A deals of 2018.
Scott Barshay Quoted in Financial Times Article on Global Dealmaking
- Dec 21, 2018
- Publications
Scott Barshay Quoted in Financial Times Article on Global Dealmaking
Corporate partner Scott Barshay was quoted in a Financial Times article discussing the deceleration of global dealmaking in recent months.
M&A at a Glance (December 2018)
- Dec 17, 2018
- Publications
M&A at a Glance (December 2018)
With the exception of sponsor-related transactions, M&A activity in November 2018 generally declined.
Delaware Court of Chancery Declines to Dismiss Claims against Conflicted CEO
- Dec 14, 2018
- Publications
Delaware Court of Chancery Declines to Dismiss Claims against Conflicted CEO
Recently in In re Xura, Inc. Stockholder Litigation, the Delaware Court of Chancery denied a motion to dismiss fiduciary duty claims against the CEO of Xura, Inc. for his actions in negotiating a sale of the company
Directors Denied Corwin Protection Due to “Information Vacuum”
- Nov 29, 2018
- Publications
Directors Denied Corwin Protection Due to “Information Vacuum”
The Delaware Court of Chancery recently held in In re Tangoe, Inc. Stockholders Litigation that directors who approved a sale of the company were not entitled to business judgment protection under Corwin v. KKR Financial Holdings LLC…
Nuance to Spin Off Automotive Business
- Nov 19, 2018
- Client News
Nuance to Spin Off Automotive Business
Paul, Weiss is representing Nuance Communications, Inc. in the spin-off of its automotive business segment into a new, publicly traded company.
Jack Entertainment to Sell Greektown Casino-Hotel for $1 Billion
- Nov 14, 2018
- Client News
Jack Entertainment to Sell Greektown Casino-Hotel for $1 Billion
Paul, Weiss is representing Dan Gilbert-owned Jack Entertainment LLC in the sale of its Greektown Casino-Hotel to Penn National Gaming Inc. and Vici Properties Inc. for $1 billion.
M&A at a Glance (November 2018)
- Nov 15, 2018
- Publications
M&A at a Glance (November 2018)
M&A activity in October 2018 remained mixed, but included more positive indicators compared to September and the general declining trend line so far this year.
Nuance to Sell Document Imaging Division to Kofax
- Nov 12, 2018
- Client News
Nuance to Sell Document Imaging Division to Kofax
Paul, Weiss is representing Nuance Communications, Inc. in the $400 million all-cash sale of its document imaging division to process automation software provider Kofax, Inc.
IBM to Acquire Red Hat in $34 Billion Deal
- Oct 28, 2018
- Client News
IBM to Acquire Red Hat in $34 Billion Deal
Paul, Weiss is advising International Business Machines Corp. in its all-cash acquisition of Red Hat Inc., creating the world’s largest hybrid cloud provider.
M&A at a Glance (October 2018)
- Oct 15, 2018
- Publications
M&A at a Glance (October 2018)
M&A activity in September 2018 was mixed compared to August levels, but generally reflected an overall continuing downward trend starting in April of this year. Deal volume by dollar value decreased in the U.S. by 44.5% to $77.06 …
Delaware Supreme Court Clarifies That “ab initio” for MFW Purposes Means before the Start of Substantive Economic Negotiations
- Oct 16, 2018
- Publications
Delaware Supreme Court Clarifies That “ab initio” for MFW Purposes Means before the Start of Substantive Economic Negotiations
In Flood v. Synutra International, Inc., the Delaware Supreme Court affirmed the Court of Chancery’s holding that the controlling shareholder satisfied MFW’s “ab initio” requirement by conditioning the deal on the required procedural…
Harris and L3 to Merge in $37 Billion Merger of Equals
- Oct 14, 2018
- Client News
Harris and L3 to Merge in $37 Billion Merger of Equals
Paul, Weiss is representing the Board of Directors of Harris Corporation in its agreement to combine in an all stock merger of equals with L3 Technologies.
Barnes & Noble To Explore Strategic Alternatives
- Oct 08, 2018
- Client News
Barnes & Noble To Explore Strategic Alternatives
Paul, Weiss is advising the board of directors of Barnes & Noble, Inc., the U.S.’s largest retail bookseller, in its decision to undertake a strategic process for the company.
Delaware M&A Quarterly
- Oct 05, 2018
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the third quarter of 2018.
Honeywell Completes Spin-Off of Garrett Motion
- Oct 02, 2018
- Client News
Honeywell Completes Spin-Off of Garrett Motion
Paul, Weiss represented Honeywell in its spin-off of Garrett Motion Inc., Honeywell’s former transportation systems business.
The Financial Crisis 10 Years Later: Lessons Learned
- Sep 15, 2018
- Publications
The Financial Crisis 10 Years Later: Lessons Learned
Ten years after the collapse of Lehman Brothers, market participants and other global companies operate in a markedly changed regulatory enforcement and compliance landscape. This memorandum discusses the legal and business…
M&A at a Glance (September 2018)
- Sep 14, 2018
- Publications
M&A at a Glance (September 2018)
M&A activity in August continued the recent downward trend in number of deals across most sectors, while showing more mixed results as measured by total dollar value.
Marriott Vacations Worldwide Acquires ILG for $4.7 Billion
- Sep 06, 2018
- Client News
Marriott Vacations Worldwide Acquires ILG for $4.7 Billion
Paul, Weiss represented timeshare operator ILG Inc. in its $4.7 billion cash-and-stock sale to Marriott Vacations Worldwide Corporation (NYSE: VAC), creating a leading global provider of premier vacation experiences.
M&A at a Glance (August 2018)
- Aug 15, 2018
- Publications
M&A at a Glance (August 2018)
M&A activity in July 2018 continued the recent downward trend in number of deals across most sectors and mixed results as measured by deal volume by dollar value.
Delaware Court Clarifies When MFW’s Protections Must be in Place Under “Ab Initio” Requirement
- Jul 30, 2018
- Publications
Delaware Court Clarifies When MFW’s Protections Must be in Place Under “Ab Initio” Requirement
The recent Delaware Court of Chancery opinion in Olenik v. Lodzinski held that the parties to an acquisition had met the now well-known roadmap for controller transactions to receive business judgment review under Kahn v. M&F…
M&A at a Glance (July 2018)
- Jul 13, 2018
- Publications
M&A at a Glance (July 2018)
M&A activity in June 2018 weakened from last month across most measures, although still generally strong for the first half of the year. The total number of deals decreased in the U.S. by 28.6% to 528 and globally by 17.5% to…
Delaware M&A Quarterly
- Jul 12, 2018
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the second quarter of 2018.
Scott Barshay Quoted in Financial Times Article on Global Dealmaking
- Jul 03, 2018
- Publications
Scott Barshay Quoted in Financial Times Article on Global Dealmaking
Corporate partner Scott Barshay was quoted in a Financial Times article discussing the record-breaking pace of global dealmaking, which reached $2.5 trillion in the first half of 2018.
Delaware Court Dismisses Misappropriation Claim Against Private Equity Firm for Investing in Competing Company
- Jun 29, 2018
- Publications
Delaware Court Dismisses Misappropriation Claim Against Private Equity Firm for Investing in Competing Company
Recently the Delaware Court of Chancery dismissed claims that a private equity firm and affiliated funds misappropriated trade secrets acquired from their portfolio company via their director designees and then misused the information …
Delaware Court of Chancery Finds It “Reasonably Conceivable” That Two Minority Stockholders Form Control Group
- Jun 21, 2018
- Publications
Delaware Court of Chancery Finds It “Reasonably Conceivable” That Two Minority Stockholders Form Control Group
Recently in In re Hansen Medical, Inc. Stockholders Litigation, the Delaware Court of Chancery declined to grant defendants’ motion to dismiss, finding that plaintiff stockholders had sufficiently pled a “reasonably conceivable” claim …
June 2018: Private Equity Digest
- Jun 18, 2018
- Publications
June 2018: Private Equity Digest
In this edition of the Paul, Weiss Private Equity Digest, we discuss key considerations for private equity transactions resulting from the new tax law. This is part one of a two-part article.
M&A at a Glance (June 2018)
- Jun 15, 2018
- Publications
M&A at a Glance (June 2018)
M&A activity in May 2018 generally weakened from last month. The total number of deals decreased in the U.S. by 1.2% to 667 (the second-lowest level in the last 12-month period) and globally by 4.8% to 2,759 (the lowest level in…
Scott Barshay, Jeffrey Marell and Steven Williams Participate in The Deal’s Corporate Governance Conference
- Jun 07, 2018
- Events
Scott Barshay, Jeffrey Marell and Steven Williams Participate in The Deal’s Corporate Governance Conference
Corporate partners Scott Barshay, Jeffrey Marell and Steven Williams spoke at The Deal’s 2018 Corporate Governance conference, an exclusive gathering of corporate decision makers and their advisors to discuss strategies and challenges …
Stockholders of Parent-Target Not Entitled to Appraisal Rights in Merger Involving Transfer of Control
- Jun 06, 2018
- Publications
Stockholders of Parent-Target Not Entitled to Appraisal Rights in Merger Involving Transfer of Control
Recently, the Delaware Court of Chancery held that stockholders of Dr Pepper Snapple Group, Inc. were not entitled to appraisal of their shares in connection with a reverse triangular merger involving a subsidiary of Dr Pepper and the …
M&A at a Glance (May 2018)
- May 15, 2018
- Publications
M&A at a Glance (May 2018)
M&A activity in April 2018, as measured by number of deals, dipped from March 2018 levels in the U.S. and globally across every metric. The total number of deals decreased by 15.2% to 669 in the U.S. and 9.7% to 2,771 globally.
Commvault Enters Into Cooperation Agreement With Elliott Management
- May 01, 2018
- Client News
Commvault Enters Into Cooperation Agreement With Elliott Management
Paul, Weiss represented Commvault in a cooperation agreement with Elliott Management. Commvault is a global leader in enterprise backup, recovery, archive and the cloud.
Marriott Vacations Worldwide to Acquire ILG for $4.7 Billion
- Apr 30, 2018
- Client News
Marriott Vacations Worldwide to Acquire ILG for $4.7 Billion
Paul, Weiss is representing timeshare operator ILG in its $4.7 billion cash-and-stock sale to Marriott Vacations Worldwide, creating a leading global provider of premier vacation experiences.
The Proposed CFIUS Reform Bill’s Potential Impact on Private Equity
- Apr 25, 2018
- Publications
The Proposed CFIUS Reform Bill’s Potential Impact on Private Equity
As the possibility of trade and other protectionist policies looms in the U.S. and globally, we highlight the pending Foreign Investment Risk Review Modernization Act of 2017 (FIRRMA) and its potential impact on private equity.
M&A at a Glance (April 2018)
- Apr 13, 2018
- Publications
M&A at a Glance (April 2018)
M&A activity gained momentum in March 2018, capping the strongest opening quarter in the history of M&A at a Glance. In the U.S., deal volume returned to January levels, increasing by 109.6% to $174.10 billion. Globally,…
Delaware M&A Quarterly
- Apr 06, 2018
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice from the first quarter of 2018.
Delaware Court of Chancery Finds 22% Stockholder to be Controller Due to Unique Facts
- Apr 04, 2018
- Publications
Delaware Court of Chancery Finds 22% Stockholder to be Controller Due to Unique Facts
The Delaware Court of Chancery recently ruled that Tesla stockholder Elon Musk is a controller of Tesla Motors, even though Musk held only 22.1% of Tesla’s stock.
March 2018: Private Equity Digest
- Mar 21, 2018
- Publications
March 2018: Private Equity Digest
In this edition of the Paul, Weiss Private Equity Digest, we discuss the complex issues that can arise when parties in private transactions negotiate how to split transaction tax deductions, as illustrated by the recent Delaware…
M&A at a Glance (March 2018)
- Mar 15, 2018
- Publications
M&A at a Glance (March 2018)
Despite an increase in M&A activity over the past three months, deal trends in February 2018 retreated towards their 12-month averages, following banner months in November and December, both of which featured some of the largest…
Brad Karp and Scott Barshay to Participate in Securities Litigation & Enforcement Institute Event
- Mar 14, 2018
- Events
Brad Karp and Scott Barshay to Participate in Securities Litigation & Enforcement Institute Event
Firm chairman Brad Karp and corporate partner Scott Barshay will participate in the New York City Bar’s Sixth annual Securities Litigation & Enforcement Institute.
Delaware Court of Chancery Uses DCF Analysis to Appraise Merger Target below Deal Price
- Feb 28, 2018
- Publications
Delaware Court of Chancery Uses DCF Analysis to Appraise Merger Target below Deal Price
Recently in In re Appraisal of AOL Inc., the Delaware Court of Chancery, in an opinion by Vice Chancellor Glasscock, relied solely on its own discounted cash flow (“DCF”) analysis to appraise the fair value of AOL Inc. below the deal…
Delaware Court of Chancery Appraises Company below Merger Price Based on Unaffected Market Price
- Feb 22, 2018
- Publications
Delaware Court of Chancery Appraises Company below Merger Price Based on Unaffected Market Price
Recently in Veriton Partners Master Fund Ltd v. Aruba Networks, Inc., the Delaware Court of Chancery, in an opinion by Vice Chancellor Laster, appraised the fair value of Aruba Networks, Inc. to be about 30.6% less than the agreed…
Qualcomm Enters into Amended Definitive Agreement to Acquire NXP for $44 Billion
- Feb 20, 2018
- Client News
Qualcomm Enters into Amended Definitive Agreement to Acquire NXP for $44 Billion
Paul, Weiss is representing Qualcomm Incorporated in its amended agreement with NXP Semiconductors N.V. to increase to $127.50 per share its previously announced cash tender offer to purchase all outstanding shares of NXP.
M&A at a Glance (February 2018)
- Feb 15, 2018
- Publications
M&A at a Glance (February 2018)
In this month’s M&A at a Glance, we review the most significant trends in M&A activity in January 2018.
New York Court Declines to Approve Disclosure-Only Settlement, Even Under More Lenient Gordon Standard
- Feb 13, 2018
- Publications
New York Court Declines to Approve Disclosure-Only Settlement, Even Under More Lenient Gordon Standard
The New York Supreme Court recently declined to approve what the court described as a “peppercorn and a fee” disclosure-only settlement in a public company M&A litigation, noting that while until recently most courts would…
CSRA to Be Acquired by General Dynamics for $9.6 Billion
- Feb 12, 2018
- Client News
CSRA to Be Acquired by General Dynamics for $9.6 Billion
Paul, Weiss is representing leading government IT provider CSRA in its $9.6 billion acquisition by defense contractor General Dynamics.
Midstates Petroleum Proposes Combination With SandRidge Energy
- Feb 06, 2018
- Client News
Midstates Petroleum Proposes Combination With SandRidge Energy
Paul, Weiss is representing Midstates Petroleum Company, Inc. in its proposal to combine with SandRidge Energy, Inc. in an all-stock merger.
Sanofi to Acquire Bioverativ for $11.6 Billion
- Jan 22, 2018
- Client News
Sanofi to Acquire Bioverativ for $11.6 Billion
Paul, Weiss is advising U.S. biopharmaceutical company Bioverativ Inc. in its proposed all-cash $11.6 billion acquisition by French pharmaceutical company Sanofi.
M&A at a Glance: 2017 Year-End Roundup
- Jan 17, 2018
- Publications
M&A at a Glance: 2017 Year-End Roundup
In the M&A at a Glance 2017 Year-end Roundup, we review the most significant trends in M&A activity in 2017. Global and U.S. deal volume decreased 3.2% and 10.5%, respectively, from 2016 levels.
M&A at a Glance (January 2018)
- Jan 16, 2018
- Publications
M&A at a Glance (January 2018)
In this month’s M&A at a Glance, we review the most significant trends in M&A activity for the month of December.
Delaware M&A Quarterly
- Jan 08, 2018
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the fourth quarter of 2017.
Delaware Supreme Court Holds Ratification Defense Inapplicable to Certain Discretionary Incentive Plan Awards
- Dec 20, 2017
- Publications
Delaware Supreme Court Holds Ratification Defense Inapplicable to Certain Discretionary Incentive Plan Awards
The Delaware Supreme Court recently held that stockholder ratification of an equity incentive plan that affords directors discretion in making awards to themselves cannot be used to prevent the Court of Chancery from reviewing further …
Delaware Court of Chancery Applies MFW to Dismiss Challenge to Reclassification
- Dec 19, 2017
- Publications
Delaware Court of Chancery Applies MFW to Dismiss Challenge to Reclassification
Recently, the Delaware Court of Chancery clarified that the MFW framework to invoke business judgment review applies generally to any conflicted controller transaction, including the reclassification that was challenged in the case at …
Delaware Supreme Court Reverses Dell Appraisal Decision, Urging Reliance on Deal Price
- Dec 18, 2017
- Publications
Delaware Supreme Court Reverses Dell Appraisal Decision, Urging Reliance on Deal Price
M&A at a Glance (December 2017)
- Dec 18, 2017
- Publications
M&A at a Glance (December 2017)
In this month’s M&A at a Glance, we review the most significant trends in M&A activity for the month of November.
Delaware Court of Chancery Specifically Enforces Oral Settlement Agreement with Activist Investor
- Dec 12, 2017
- Publications
Delaware Court of Chancery Specifically Enforces Oral Settlement Agreement with Activist Investor
Recently the Delaware Court of Chancery used its equitable powers to specifically enforce a disputed oral settlement agreement in a proxy contest resulting in two dissident directors being seated on the company’s board. The court…
Delaware Court of Chancery Dismisses Fiduciary Duty Claims Despite Inapplicability of Corwin
- Dec 04, 2017
- Publications
Delaware Court of Chancery Dismisses Fiduciary Duty Claims Despite Inapplicability of Corwin
Recently in van der Fluit v. Yates, the Delaware Court of Chancery dismissed fiduciary duty claims against the board of a company stemming from its acquisition, even though the court concluded that business judgment review did not…
M&A at a Glance (November 2017)
- Nov 15, 2017
- Publications
M&A at a Glance (November 2017)
In this month’s M&A at a Glance, we review the most significant trends in M&A activity for the month of October. Global deal volume by total value increased by 1.8%, whereas deal count decreased by 13.7%. In the U.S., deal…
Qualcomm Board Unanimously Rejects Broadcom's Unsolicited $130 Billion Proposal
- Nov 13, 2017
- Client News
Qualcomm Board Unanimously Rejects Broadcom's Unsolicited $130 Billion Proposal
Paul, Weiss is representing wireless technology leader Qualcomm Inc. in connection with an unsolicited proposal from Singapore-based chipmaker Broadcom.
ADP Shareholders Re-Elect ADP Directors at Annual Meeting
- Nov 07, 2017
- Client News
ADP Shareholders Re-Elect ADP Directors at Annual Meeting
Paul, Weiss represented ADP in its successful proxy contest against Pershing Square.
Qualcomm Receives Unsolicited $130 Billion Proposal from Broadcom
- Nov 06, 2017
- Client News
Qualcomm Receives Unsolicited $130 Billion Proposal from Broadcom
Paul, Weiss is representing wireless technology leader Qualcomm Incorporated in connection with an unsolicited proposal from Singapore-based chipmaker Broadcom Limited.
M&A at a Glance
- Oct 17, 2017
- Publications
M&A at a Glance
In this month’s M&A at a Glance, we review the most significant trends in M&A activity for the month of September.
Alere and Abbott Complete $5.3 Billion Merger
- Oct 03, 2017
- Client News
Alere and Abbott Complete $5.3 Billion Merger
Paul, Weiss represented Alere Inc. in its acquisition by Abbott Laboratories. Under the terms of the deal, Alere stockholders received $51 per share of common stock in a deal that valued Alere’s equity at $5.3 billion.
Delaware M&A Quarterly
- Oct 04, 2017
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the third quarter of 2017
M&A at a Glance
- Sep 15, 2017
- Publications
M&A at a Glance
In this month’s M&A at a Glance, we review the most significant trends in M&A activity for the month of August.
Pilgrim’s Pride Acquires U.K. Poultry Producer Moy Park for $1.3 Billion
- Sep 11, 2017
- Client News
Pilgrim’s Pride Acquires U.K. Poultry Producer Moy Park for $1.3 Billion
Paul, Weiss represented a special committee of the Pilgrim’s Pride Corporation’s board of directors in its acquisition of Northern Ireland-based poultry and processed food producer Moy Park from Brazilian meat company JBS S.A. for an …
Delaware Court of Chancery Extends M&F Worldwide Doctrine to Third Party Transactions with a Selling Controller
- Aug 25, 2017
- Publications
Delaware Court of Chancery Extends M&F Worldwide Doctrine to Third Party Transactions with a Selling Controller
Recently, the Delaware Court of Chancery extended the Kahn v. M&F Worldwide roadmap for invoking business judgment review in controller buyouts to third-party transactions where the controller acts as a seller only, but is…
M&A at a Glance (August 2017)
- Aug 15, 2017
- Publications
M&A at a Glance (August 2017)
In this month’s M&A at a Glance, we review the most significant trends in M&A activity for the month of July.
Delaware Supreme Court Reverses Court of Chancery Appraisal Decision and Directs Greater Reliance on Deal Price
- Aug 07, 2017
- Publications
Delaware Supreme Court Reverses Court of Chancery Appraisal Decision and Directs Greater Reliance on Deal Price
In a recent decision, the Delaware Supreme Court reversed the Court of Chancery’s determination of the fair value of DFC Global Corporation, finding that the Court of Chancery erred in not giving greater weight to the deal price. The …
M&A at a Glance (July 2017)
- Jul 17, 2017
- Publications
M&A at a Glance (July 2017)
In this month’s M&A At a Glance, we review the most significant trends in M&A activity for the month of June.
Delaware M&A Quarterly
- Jul 10, 2017
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the second quarter of 2017.
M&A at a Glance (June 2017)
- Jun 15, 2017
- Publications
M&A at a Glance (June 2017)
In this month’s M&A at a Glance, we review the most significant trends in M&A activity for the month of May.
Delaware Court of Chancery Finds Vote Coercive and Insufficient to Cleanse Board Action
- Jun 08, 2017
- Publications
Delaware Court of Chancery Finds Vote Coercive and Insufficient to Cleanse Board Action
In a recent decision, the Delaware Court of Chancery held that a stockholder vote approving both stock issuances and the grant of a voting proxy to the company’s largest stockholder was “structurally coerced” and therefore…
Recent Delaware Court of Chancery Appraisal Decisions Continue to Highlight Reliance on Deal Price to Determine Fair Value Absent a Problematic Sale Process
- Jun 05, 2017
- Publications
Recent Delaware Court of Chancery Appraisal Decisions Continue to Highlight Reliance on Deal Price to Determine Fair Value Absent a Problematic Sale Process
Two decisions by the Delaware Court of Chancery in the past two weeks reached seemingly disparate outcomes on fair value for the companies involved, but together stand for the general trend of recent appraisal decisions that deal…
Scott Barshay and Jeffrey Marell to Participate at The Deal’s Corporate Governance Conference
- Jun 05, 2017
- Events
Scott Barshay and Jeffrey Marell to Participate at The Deal’s Corporate Governance Conference
Corporate partners Scott Barshay and Jeffrey Marell will participate at The Deal’s upcoming conference, “Corporate Governance 2017: Navigating New Challenges to Value Creation.”
Scott Barshay and Stephen Lamb to Participate at PLI Seminar on Delaware Law Developments
- Jul 21, 2017
- Events
Scott Barshay and Stephen Lamb to Participate at PLI Seminar on Delaware Law Developments
Corporate partner Scott Barshay and litigation partner Stephen Lamb will speak at the Practising Law Institute’s Delaware Law Developments 2017: What All Business Lawyers Need to Know seminar.
Client Alert: Delaware Court of Chancery Dismisses Breach of Fiduciary Duty
- May 16, 2017
- Publications
Client Alert: Delaware Court of Chancery Dismisses Breach of Fiduciary Duty
Recently, the Delaware Court of Chancery dismissed a fiduciary duty claim and a request for a quasi-appraisal remedy in connection with the acquisition of Cyan, Inc. by Ciena Corporation.
M&A at a Glance (May 2017)
- May 15, 2017
- Publications
M&A at a Glance (May 2017)
In this month’s M&A At A Glance, we review the most significant trends in M&A activity for the month of April.
Delaware Court of Chancery Dismisses Breach of Fiduciary Duty Claims Because Merger Resulted in Loss of Standing
- May 10, 2017
- Publications
Delaware Court of Chancery Dismisses Breach of Fiduciary Duty Claims Because Merger Resulted in Loss of Standing
In In re Massey Energy Company Derivative and Class Action Litigation, the Delaware Court of Chancery recently dismissed shareholders’ derivative and putative direct claims alleging that Massey’s former directors and officers caused…
Harris Corporation Completes Sale of Its Government IT Services Business to Veritas Capital
- May 02, 2017
- Client News
Harris Corporation Completes Sale of Its Government IT Services Business to Veritas Capital
Paul, Weiss represented Harris Corporation in the previously announced sale of its government IT services business to Veritas Capital for $690 million in cash.
Alere and Abbott Amend Terms of Merger Agreement
- Apr 14, 2017
- Client News
Alere and Abbott Amend Terms of Merger Agreement
As widely reported in the financial press, Paul, Weiss client Alere, Inc. settled its hard-fought merger battle with Abbott Labs.
M&A at a Glance (April 2017)
- Apr 14, 2017
- Publications
M&A at a Glance (April 2017)
Global M&A activity in March 2017 was generally stronger than in February and also outperformed U.S. activity, where a decline in average deal size overshadowed an increase in the number of deals.
Delaware Court of Chancery Holds That Stockholder Vote on Equity Incentive Plan Ratifies Later Awards
- Apr 11, 2017
- Publications
Delaware Court of Chancery Holds That Stockholder Vote on Equity Incentive Plan Ratifies Later Awards
In a recent decision in In re Investor Bancorp, Inc. Stockholder Litigation, the Delaware Court of Chancery held that a fully informed stockholder vote approving adoption of an equity incentive plan also ratified subsequent equity…
Delaware M&A Quarterly
- Apr 05, 2017
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the first quarter of 2017.
Delaware Court of Chancery Declines to Apply 'Corwin' to Dismiss Post-Merger Claims against Directors in Stockholder-Approved Merger
- Apr 04, 2017
- Publications
Delaware Court of Chancery Declines to Apply 'Corwin' to Dismiss Post-Merger Claims against Directors in Stockholder-Approved Merger
In a recent decision in In re Saba Software, Inc. Stockholder Litigation, the Delaware Court of Chancery demonstrates the limits of the application of the business judgment rule under Corwin v. KKR Financial Holdings LLC. The court…
NCR Corporation Completes Secondary Offering of Convertible Preferred Stock and Concurrent Stock Repurchase
- Mar 17, 2017
- Client News
NCR Corporation Completes Secondary Offering of Convertible Preferred Stock and Concurrent Stock Repurchase
Paul, Weiss represented NCR Corporation in its secondary offering of 342,000 shares of its Series A Convertible Preferred Stock at a public offering price of $1,602.99 per share.
Delaware Supreme Court Affirms Decision Permitting Merger Termination Based on Failure to Satisfy Tax Opinion Covenant
- Mar 27, 2017
- Publications
Delaware Supreme Court Affirms Decision Permitting Merger Termination Based on Failure to Satisfy Tax Opinion Covenant
In a 4-1 split decision in The Williams Cos., Inc. v. Energy Transfer Equity, L.P., et al., the Delaware Supreme Court affirmed the Court of Chancery’s decision permitting termination of a merger agreement by the acquirer based on the …
M&A at a Glance (March 2017)
- Mar 15, 2017
- Publications
M&A at a Glance (March 2017)
M&A activity generally declined in February 2017, both globally and in the U.S. Total deal volume, as measured by dollar value, decreased globally by 30.1% to $202.45 billion, and in the U.S. by 3.7% to $106.47 billion.
Air Methods to Be Acquired by American Securities
- Mar 14, 2017
- Client News
Air Methods to Be Acquired by American Securities
Paul, Weiss is representing Air Methods Corporation in its proposed acquisition by affiliates of American Securities LLC.
RBI to Acquire Popeyes for $1.8 Billion
- Feb 21, 2017
- Client News
RBI to Acquire Popeyes for $1.8 Billion
Paul, Weiss is representing Restaurant Brands International Inc. (RBI) in its proposed acquisition of Popeyes Louisiana Kitchen, Inc. for $1.8 billion.
M&A at a Glance (February 2017)
- Feb 15, 2017
- Publications
M&A at a Glance (February 2017)
M&A activity showed mixed results in January 2017, with the global market generally down and the U.S. market generally up.
Client Alert: Allergan Pays $15 Million Fine For Failure to Disclose Merger Negotiations
- Jan 19, 2017
- Publications
Client Alert: Allergan Pays $15 Million Fine For Failure to Disclose Merger Negotiations
The SEC recently announced a settlement with Allergan, Inc., under which Allergan agreed to pay a $15 million penalty and admitted to violating requirements to update prior disclosure to reflect M&A negotiations in which the…
Client Alert: M&A at a Glance (January 2017)
- Jan 18, 2017
- Publications
Client Alert: M&A at a Glance (January 2017)
While 2016 was strong overall, M&A activity in the last month was mixed. Total deal volume in December 2016 rose globally by 31.2% to $376.14 billion but declined in the U.S. by 49.4% to $78.58 billion.
M&A at a Glance: 2016 Year-End Roundup
- Jan 17, 2017
- Publications
M&A at a Glance: 2016 Year-End Roundup
2016 was an active year for M&A, though year-end results did not surpass record-levels set in 2015.
ARIAD to Be Acquired by Takeda in $5.2 Billion Transaction
- Jan 09, 2017
- Client News
ARIAD to Be Acquired by Takeda in $5.2 Billion Transaction
Paul, Weiss is representing ARIAD Pharmaceuticals, Inc. in its proposed $5.2 billion acquisition by Takeda Pharmaceutical Company Limited.
Client Alert: Delaware Court of Chancery Dismisses Complaint Seeking Quasi-Appraisal Remedy Based on Post-Closing Disclosure Claims
- Jan 06, 2017
- Publications
Client Alert: Delaware Court of Chancery Dismisses Complaint Seeking Quasi-Appraisal Remedy Based on Post-Closing Disclosure Claims
In In re United Capital Corp. Stockholders Litigation, the Delaware Court of Chancery granted the defendants' motion to dismiss a complaint filed by a former minority stockholder of United Capital Corporation seeking "quasi-appraisal" …
Delaware M&A Quarterly
- Jan 06, 2017
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several Delaware cases of significance to the M&A practice.
Client Alert: M&A at a Glance (December 2016)
- Dec 16, 2016
- Publications
Client Alert: M&A at a Glance (December 2016)
After the spike in activity due to megadeals in October, M&A activity returned in November to more normalized levels both in deal volume and number of deals. Total deal volume in the U.S. and globally declined in November…
M&A at a Glance (November 2016)
- Nov 15, 2016
- Publications
M&A at a Glance (November 2016)
M&A volume in October 2016 increased to record levels, as measured by total dollar value, largely due to a spike in the number of megadeals, with eight October deals valued at or above $10 billion dollars. Total deal volume…
Client Alert: SEC Proposes Mandatory Universal Proxies in Contested Elections and Voting Procedure Enhancements
- Oct 31, 2016
- Publications
Client Alert: SEC Proposes Mandatory Universal Proxies in Contested Elections and Voting Procedure Enhancements
The Securities and Exchange Commission has voted 2 to 1 to propose to require the use of universal proxy cards by both companies and dissidents in contested director elections. While both sides would still be able to use…
Qualcomm to Acquire NXP
- Oct 27, 2016
- Client News
Qualcomm to Acquire NXP
Paul, Weiss is representing wireless technology leader Qualcomm Incorporated in its agreement to acquire NXP Semiconductors for $47 billion.
M&A at a Glance (October 2016)
- Oct 14, 2016
- Publications
M&A at a Glance (October 2016)
M&A activity in September 2016 rebounded across most metrics as compared to August 2016, both in the U.S. and globally.
Client Alert: Delaware Court of Chancery Applies Business Judgment Rule to Going-Private Transaction Based on 'M&F Worldwide'
- Oct 13, 2016
- Publications
Client Alert: Delaware Court of Chancery Applies Business Judgment Rule to Going-Private Transaction Based on 'M&F Worldwide'
In In re Books-A-Million, Inc. Stockholders Litigation, the Delaware Court of Chancery dismissed the fiduciary duty claims of former minority stockholders following a going-private, squeeze-out merger because the transaction…
Delaware M&A Quarterly
- Oct 07, 2016
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several cases of significance to the M&A practice, including Narayanan v. Sutherland, Larkin v. Shah, In re Riverstone National, Inc. Stockholder…
Client Alert: Delaware Court of Chancery Dismisses Post-Closing Disclosure Claims for Failure to Show Disloyalty or Bad Faith
- Oct 04, 2016
- Publications
Client Alert: Delaware Court of Chancery Dismisses Post-Closing Disclosure Claims for Failure to Show Disloyalty or Bad Faith
In Nguyen v. Barrett, the Delaware Court of Chancery dismissed post-closing claims that the board acted disloyally or in bad faith by failing to make the challenged disclosures.
M&A at a Glance (September 2016)
- Sep 15, 2016
- Publications
M&A at a Glance (September 2016)
M&A activity in August 2016 declined across most metrics, both in the U.S. and globally, as large-value transactions appear to have taken a summer hiatus.
Scott Barshay to Participate in PLI’s Hot Topics for In-House Counsel Event
- Oct 05, 2016
- Events
Scott Barshay to Participate in PLI’s Hot Topics for In-House Counsel Event
Corporate partner Scott Barshay will speak at the Practising Law Institute's "Hot Topics for In-House Counsel" seminar.
Corporate Partners Contribute Article to The CLS Blue Sky Blog
- Sep 07, 2016
- Publications
Corporate Partners Contribute Article to The CLS Blue Sky Blog
Corporate partners Scott Barshay, Ariel Deckelbaum, Ross Fieldston, Stephen Lamb and Jeffrey Marell co-authored a client memorandum that was featured on The CLS Blue Sky Blog, Columbia Law School's blog on corporations and capital…
Client Alert: Delaware Court of Chancery Dismisses Post-Closing Merger Challenge Due to Fully Informed Stockholder Approval
- Sep 01, 2016
- Publications
Client Alert: Delaware Court of Chancery Dismisses Post-Closing Merger Challenge Due to Fully Informed Stockholder Approval
In Larkin v. Shah issued last week, the Delaware Court of Chancery dismissed a stockholder challenge to a merger due to the cleansing effect of fully informed stockholder approval, applying the Delaware Supreme Court's recent…
M&A at a Glance (August 2016)
- Aug 15, 2016
- Publications
M&A at a Glance (August 2016)
M&A activity declined by most measures in July 2016. Deal volume, as measured by dollar value, decreased in the U.S. by 25.8% to $126.52 billion, and globally by 2.3% to $326.23 billion. The total number of deals…
Scott Barshay Quoted in Financial Times on Decline in U.S. Lawsuits Contesting Takeovers
- Aug 02, 2016
- Publications
Scott Barshay Quoted in Financial Times on Decline in U.S. Lawsuits Contesting Takeovers
Corporate partner Scott Barshay was quoted in a Financial Times article titled "US Lawsuits Contesting Takeovers Plunge After Trulia Ruling."
Scott Barshay Quoted in FT Article About UK M&A Opportunities After Brexit
- Jul 15, 2016
- Publications
Scott Barshay Quoted in FT Article About UK M&A Opportunities After Brexit
Corporate partner Scott Barshay was quoted in a Financial Times article, titled "UK M&A Opportunities Open up After Brexit," which discusses whether falling share prices and the devaluation of sterling is lifting…
Barington Group Terminates Proxy Solicitation at Chico's
- Jul 15, 2016
- Client News
Barington Group Terminates Proxy Solicitation at Chico's
As reported in The Wall Street Journal, Reuters and other media outlets, the Barington Group, an activist investment firm, announced that it has terminated its proxy contest to elect two representatives to the board of directors …
Corporate Partners Co-Author Article on the Delaware Court of Chancery’s Ruling in In re Volcano Corporation Stockholder Litigation
- Jul 06, 2016
- Publications
Corporate Partners Co-Author Article on the Delaware Court of Chancery’s Ruling in In re Volcano Corporation Stockholder Litigation
Corporate partners Scott Barshay, Ariel Deckelbaum, Ross Fieldston, Stephen Lamb and Jeffrey Marell authored a client memorandum, titled "Expansion of the BJR to Stockholder Approval of 'Medium Form' Mergers."
Client Alert: Delaware M&A Quarterly
- Jul 06, 2016
- Publications
Client Alert: Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss the 2016 Amendments to the Delaware General Corporation Law as well as several cases of significance to the M&A practice, including In re Appraisal …
Delaware Court of Chancery Holds That Tendering Stockholders in a “Medium Form” Merger Have the Same Cleansing Effect as
- Jul 05, 2016
- Publications
Delaware Court of Chancery Holds That Tendering Stockholders in a “Medium Form” Merger Have the Same Cleansing Effect as
In In re Volcano Corporation Stockholder Litigation, the Delaware Court of Chancery held that the acceptance of a first-step tender offer by fully informed, disinterested, uncoerced stockholders representing a majority of a…
Client Alert: Delaware Court of Chancery Holds That Outside Counsel’s Refusal to Render Tax Opinion Required for Closing of Merger Was in Good Faith and Permits Termination of Merger Agreement
- Jun 29, 2016
- Publications
Client Alert: Delaware Court of Chancery Holds That Outside Counsel’s Refusal to Render Tax Opinion Required for Closing of Merger Was in Good Faith and Permits Termination of Merger Agreement
In The Williams Companies, Inc. v. Energy Transfer Equity, L.P., et al., the Delaware Court of Chancery held that an acquirer in a merger did not fail to use "commercially reasonable efforts" to obtain a tax opinion from its tax…
Brexit: What Comes Next? What Are the Potential Consequences?
- Jul 06, 2016
- Publications
Brexit: What Comes Next? What Are the Potential Consequences?
On June 23, 2016 voters in the United Kingdom were asked in a referendum whether the UK should remain a member of the European Union or leave the EU. By a vote of 51.9% to 48.1%, the voters opted to leave.
Scott Barshay Joins Paul, Weiss as Global Head of M&A
- Apr 03, 2016
- Firm News
Scott Barshay Joins Paul, Weiss as Global Head of M&A
Paul, Weiss, Rifkind, Wharton & Garrison LLP announced that Scott A. Barshay is joining the firm as Global Head of Mergers & Acquisitions, where he will focus on advising clients on mergers and acquisitions, activist defense,…
Awards & Recognition
Seven Paul, Weiss Partners Named Law360 MVPs
- Oct 04, 2020
- Awards
Seven Paul, Weiss Partners Named Law360 MVPs
Partners Matthew Abbott, Scott Barshay, Susanna Buergel, Karen Dunn, Harris Freidus, Marco Masotti and Jordan Yarett have been honored with Law360 2020 MVP Awards, which recognize an elite slate of attorneys who have distinguished…
Seven Paul, Weiss Partners Named Law360 MVPs
- Nov 12, 2019
- Awards
Seven Paul, Weiss Partners Named Law360 MVPs
Firm chairman Brad Karp and partners Scott Barshay, Paul Basta, Harris Freidus, Lorin Reisner, Rick Rule and Taurie Zeitzer have been honored with Law360 2019 MVP Awards, which recognize an elite slate of attorneys who have…
Scott Barshay and Rick Rule Recognized as “Dealmakers of the Year” by The American Lawyer
- Mar 25, 2019
- Awards
Scott Barshay and Rick Rule Recognized as “Dealmakers of the Year” by The American Lawyer
Corporate partner Scott Barshay and litigation partner Rick Rule have been named American Lawyer “Dealmakers of the Year.”
The Deal Recognizes Paul, Weiss With Three Awards
- Jun 22, 2018
- Awards
The Deal Recognizes Paul, Weiss With Three Awards
Paul, Weiss was recognized by The Deal in three categories in the 2018 Deal Awards
Paul, Weiss Partners and Matters Recognized By FT Innovative Lawyers - North America
- Dec 13, 2017
- Awards
Paul, Weiss Partners and Matters Recognized By FT Innovative Lawyers - North America
Litigation partner Nick Groombridge, corporate partner Scott Barshay and Paul, Weiss were recognized by the Financial Times in an annual feature recognizing this year’s most innovative North American law firms and lawyers.
Six Paul, Weiss Partners Named Law360 MVPs
- Dec 12, 2017
- Awards
Six Paul, Weiss Partners Named Law360 MVPs
Law360 has honored firm chair Brad Karp, corporate partner Scott Barshay, litigation partners Jay Cohen and Audra Soloway and real estate partners Harris Freidus and Meredith Kane with 2017 MVP Awards.