Expert Columns

Corporate Update

Barbara M. Goodstein

MCAPs: Capping Off Lessons From the Credit Crisis

By Barbara M. Goodstein |

In her Secured Transactions column, Barbara M. Goodstein, a partner at Mayer Brown, reviews four standardized terms introduced in the 2014 MCAPs for several provisions that emerged in the wake of the 2008 credit crisis: (1) amend and extend, (2) buybacks, (3) cashless rolls, and (4) restrictions on disqualified institutions.

David A. Katz and Laura A. McIntosh

Important Proxy Advisor Developments

By David A. Katz and Laura A. McIntosh |

In their Corporate Governance column, David A. Katz and Laura A. McIntosh of Wachtell, Lipton, Rosen & Katz write: By leveraging the influence of their clients, it appears that the SEC hopes to put pressure on proxy advisors to reform from within. However, as many shareholder activists are also clients of these firms, it may not be easy to promote change.

New Deals

By Valori Corral-Nava |

German multinational engineering conglomerate Siemens AG announced late Sunday it would acquire the Dresser-Rand Group, a Houston-based maker of compressors, steam turbines, gas turbines and engines for the oil and gas industry, in an all-cash deal worth $7.6 billion.

U.S. Securities and Exchange Commission building.

Foreign SEC Whistleblower Gets Record $30 Million Award

By Susan Beck |

Companies worried about whistleblowers now have more reason to worry. On Monday the SEC expanded the universe of those who may collect money for reporting corporate wrongdoing. In an order approving a record award of at least $30 million to an unnamed foreign resident, the SEC concluded that foreign whistleblowers can qualify for awards even if the suspect activity they report occurred entirely overseas.

Class Action Denied, But Antiaging Pill Litigation Lives On

By Jan Wolfe |

A judge has blocked a class action lawsuit by a former executive of Telomerase Activation Sciences Inc. who claimed the pill-maker's marquee product gave him prostate cancer.

Judge Finds No Proof of Economic Damages in Fuel Oil Suit

By Suevon Lee |

A "theoretical defect" is an insufficient basis for a damages claim, Manhattan Supreme Court Justice Shirley Kornreich said in a decision dismissing a putative commercial class action suit over the delivery of supposedly inferior heating oil.

Gibson Dunn's Eugene Scalia

Judge Upholds Rules Governing Commodity Futures Swaps

By Jan Wolfe |

In a win for the Commodity Futures Trading Commission, a federal judge in Washington, D.C., on Tuesday mostly upheld rules on cross-border swaps, rejecting arguments by banking industry trade groups that the agency exceeded its authority by imposing new regulations.

John C. Coffee Jr.

Allergan and the Odd Couple

By John C. Coffee Jr. |

In his Corporate Securities column, John C. Coffee Jr., the Adolf A. Berle Professor of Law at Columbia University Law School, writes: Pershing Square Capital Management L.P. and Valeant Pharmaceuticals International have entered into a short-term marriage of convenience to facilitate Valeant's hostile acquisition of Allergan in a $53 billion deal. As with many relationships, onlookers have questions.

William Traxler, Jr.

Federal Judiciary Approves Rule Changes for Civil Discovery

By Zoe Tillman |

Federal judiciary officials on Tuesday approved proposed changes to court rules that could reshape how discovery is handled in civil litigation—for better or for worse, depending who you ask.

Delaware Judge Upholds Forum Bylaw Aimed at M&A Suits

By Jan Wolfe |

In a rare move, a Delaware Chancery Court ceded jurisdiction to another state on Monday, ruling that bylaws to select forums are valid even if they're adopted before litigation is filed, and even if they designate a Delaware company's out-of-state home turf as the forum.

New Deals

Norwegian Cruise Line Holdings has agreed to purchase privately held Prestige Cruises International for $3.03 billion. Also, Amazon.com has announced that it would acquire video game streaming company Twitch Interactive Inc. in a $970 million cash deal.

Philip Berkowitz

New York and Texas: New Non-Compete 'Partners'

By Philip M. Berkowitz |

In his Employment Issues column, Philip M. Berkowitz writes that most courts disfavor enforcement of non-competes, but in recent years, New York courts have provided avenues for enforcing such agreements. Texas has been a far tougher state in which to enforce non-competes. A recent decision, however, makes New York and Texas unlikely partners in the enforceability of non-compete agreements.

U.S. District Judge Louis Stanton

Judge Backs Banks on Timeliness of FDIC Lawsuits

By Jan Wolfe |

Southern District Judge Louis Stanton dismissed claims by the FDIC against Deutsche Bank, Royal Bank of Scotland, Credit Suisse and other banks that sold mortgage-backed securities, ruling that the FDIC waited too long to bring suit. Adopting an argument that other courts have rejected, a federal judge in Manhattan ruled that the FDIC waited too long to sue Deutsche Bank, Royal Bank of Scotland, Credit Suisse and other banks that sold mortgage-backed securities.

New Deals

By MP McQueen |

Power generating company Dynegy Inc. plans to buy power plants and other assets from Duke Energy Corp. and private equity firm Energy Capital Partners in two separate deals worth a combined value of $6.25 billion.

Steven M. Witzel

Bitcoin and Virtual Currency Regulation

By Steven Witzel |

In his Corporate Crime column, Steven Witzel writes: Much has been written on the nature and implications of Bitcoin and other digital currencies, including that they could mark the end of national currencies. The author focuses primarily on recent events in regulatory oversight and law enforcement scrutiny of Bitcoin and other virtual currencies.

Aluminum Price-Fixing Claims Are Dismissed

By Jan Wolfe |

The aluminum warehousing industry has been the target of critical media coverage and regulatory scrutiny. But it's not turning out to be fertile ground for antitrust litigation, as a Southern District judge made clear on Friday when she tossed claims against the Goldman Sachs Group Inc., JPMorgan Chase & Co. and Glencore plc.

Public Function Bars Lawsuits Against Metal Warehouse

By Jan Wolfe |

Southern District Judge Katherine Forrest has ruled that London Metal Exchange, a privately held for-profit company, is an "organ" of the U.K. government and therefore shielded by sovereign immunity from claims that it conspired with Goldman Sachs, JPMorgan Chase and others to restrain aluminum supplies and drive up prices.

New Deals

Burger King Worldwide Inc. and Canadian chain Tim Hortons Inc. have agreed to an $11.4 billion tie-up that would send the combined company's headquarters north in what may be the most visible corporate tax inversion yet. Also, Roche Holding announced Monday its $8.3 billion acquisition of InterMune, a suburban San Francisco-based company lung disease drug developer.

Corinne Ball

LightSquared Contest Continues: Court Denies 'Unfair' Plan

By Corinne Ball |

In her Distress Mergers & Acquisitions column, Corinne Ball, a partner at Jones Day, writes: A competitor's attempt to take over a debtor through its debt may be subject to judicial scrutiny, as discussed in the decision issued by Bankruptcy Judge Shelley C. Chapman in the LightSquared case. Chapman concluded that separate competitor classification was appropriate, but denied designation and confirmation.

New Deals

Coca-Cola Company has agreed to purchase a 16.7 percent stake in Monster Beverage Corporation for $2.15 billion in cash as it looks to accelerate its growth in the booming energy drink business. Also, FleetCor Technologies Inc. has agreed to buy electronic payment processing company Comdata Inc. for $3.45 billion.

David E. Kahen and Elliot Pisem

Deductibility of Payments to Settle False Claims Act Liability

By David E. Kahen and Elliot Pisem |

David E. Kahen and Elliot Pisem write about a recent First Circuit decision relating to the deductibility for income tax purposes of a portion of payments made in settlement of Medicare fraud claims under the False Claims Act.

Robert Gerber.

Bankruptcy Judge Delays Briefing in GM Ignition Cases

By Amanda Bronstad |

Southern District Bankruptcy Judge Robert Gerber on Monday delayed briefing to give plaintiffs attorneys suing General Motors Co. over ignition-switch defects time to file a consolidated complaint.

New Deals

By Wenxiong Zhang |

In a reversal of trend of U.S. companies moving overseas to save on taxes, Walgreens said on Wednesday it would buy the stake in Alliance Boots it doesn't already own, for $15.3 billion in cash and stock but keep its current Illinois tax address once it takes full ownership of the chain. Also, NorthStar Realty Finance Corp. said on Tuesday it would acquire Griffin-American Healthcare REIT II Inc. for approximately $3.4 billion in cash and stock.

Joseph M. McLaughlin

Attorney-Client Privilege in Internal Investigations

By Joseph M. McLaughlin |

In his Corporate Litigation column, Joseph M. McLaughlin analyzes the D.C. Circuit's decision in 'In re Kellogg Brown & Root,' which restores much of the predictability attendant to the availability of attorney-client privilege in the business setting and will likely be the leading decision for some time applying the touchstone principles of corporate attorney-client privilege set forth in 'Upjohn Co. v. U.S.'

New Guidelines Map Nonparty Electronic Discovery

By Suevon Lee |

The Office of Court Administration released guidelines Tuesday on obtaining electronic discovery from nonparties in the Commercial Division that are set to take effect Sept. 2.

New Deals

By MP McQueen |

Russian steelmaker OAO Severstal has agreed to sell its North American subsidiaries to U.S. competitors Steel Dynamics and AK Steel Holding Corp. for a combined $2.3 billion. Also, Scientific Games Corporation said on Friday it has agreed to buy Bally Technologies for $5.1 billion in cash and debt.

Ruling Affirms Barclays' Position in Battle Over Lehman Assets

By Ross Todd |

An Second Circuit panel on Tuesday affirmed a big victory for Barclays plc and its lawyers at Boies, Schiller & Flexner in long-simmering litigation over the collapse of Lehman Brothers, ruling that Barclays is entitled to billions in disputed Lehman assets.

Barbara M. Goodstein

Figuring Out Fixtures

By Barbara M. Goodstein |

In her Secured Transactions column, Barbara M. Goodstein, a partner at Mayer Brown, examines challenging questions that arise when assets are or become fixtures, and discusses the treatment generally of these assets under Article 9 of the Uniform Commercial Code.

New Deals

Bargain retailer Dollar Tree Inc. is buying rival Family Dollar Stores Inc. for $8.5 billion in cash and stock in a bid to create one of the largest discount retailers in North America. Also, online property website Zillow will acquire rival Trulia for $3.5 billion.

Thao Do and James Walker

'Troice' Has Important Risk Management Implications

By Thao Do and James Walker |

Thao Do and James Walker, partners at Richards Kibbe & Orbe, discuss (i) the implications of 'Troice' for third-party advisors with respect to aiding and abetting claims in class actions and (ii) how law firms can limit increased exposure to third-party liability.

Judge Shira A. Scheindlin, Southern District of New York

Judge Slashes $1.4B Damages Claim in Wyly Brothers Case

By Jan Wolfe |

After winning the liability phase of its securities fraud case against Texas entrepreneur Samuel Wyly and the estate of his deceased brother Charles, the SEC has encountered a major setback in its bid to collect $1.4 billion from the duo.

New Deals

By Vinayak Balasubramanian and Alexandra Wilson |

Italian lottery operator GTECH S.p. has announced that it would acquire Las Vegas-based slot machine maker International Game Technology for $6.4 billion. Albemarle Corporation announced that it plans to acquire competitor Rockwood Holdings for $6.2 billion in a cash and stock deal, a move that will combine two of the world's largest specialty chemical companies.

David A. Katz and Laura A. McIntosh

Heightened Activist Attacks on Boards of Directors

By David A. Katz and Laura A. McIntosh |

In their Corporate Governance column, David A. Katz, a partner at Wachtell, Lipton, Rosen & Katz, and Laura A. McIntosh, a consulting attorney for the firm, write: The tactics being used by today's activist investors in their approaches to corporate targets are unprecedented. Boards should be forewarned and forearmed as they pursue their plans for long-term value creation in the current, precarious environment that clearly favors the activist investor.

New Deals

By MP McQueen |

Reynolds American Inc., maker of Pall Mall and Camel cigarettes, has agreed to buy Lorillard Inc. for $27.4 billion, including debt. If completed, the merger would create a powerful rival to the largest tobacco company in the U.S.

John C. Coffee Jr.

High Frequency Trading After Barclays: What's Next?

By John C. Coffee Jr. |

In his Corporate Securities column, John C. Coffee Jr., the Adolf A. Berle Professor of Law at Columbia University Law School and Director of its Center on Corporate Governance, writes: The transition to dark pools, high frequency trading, and the maker/taker model has come since the adoption of Regulation NMS in 2007. That is one cause, but not the deepest cause. With the privatization of securities markets, markets are no longer self regulators in any meaningful sense, but instead are aggressive profit maximizers. That cannot be changed, but it states the case for closer regulation.

Patent Litigation Comes to an End After 14 Years

By Jan Wolfe |

After 14 years of litigation, 200 days of deposition testimony and a wealth of attorneys fees, Convolve Inc.'s billion-dollar infringement case against Seagate Technology and Compaq Computer Corporation (now Hewlett-Packard Company) may finally be at an end.

Judge Engelmayer

Judge Halts Litigation Blitz Over Diet Planning Patent

By Ross Todd |

For three years, the patent holder DietGoal Innovations has sued dozens of food and media companies all over the country, alleging infringment of its patent for a system of computerized meal planning—a patent Southern District Judge Paul Engelmayer now says is invalid.

Philip Berkowitz

'Presumption of Prudence' Axed in ESOP Stock-Drop Cases

By Philip M. Berkowitz |

In his Employment Issues column, Philip M. Berkowitz writes that although the Supreme Court's recent decision in 'Fifth Third Bancorp v. Dudenhoeffer' didn't garner the same attention as other employment cases, it may be the most significant, possibly putting at risk the right of Employee Stock Ownership Plan fiduciaries to invest in company stock.

Uber Agrees to Put Brakes on Pricing During Emergencies

By Michael Virtanen |

The car service Uber has agreed to limit prices during emergencies, natural disasters or other unusual market disruptions consistent with New York's law against price gouging, the company and state attorney general said Tuesday.

William F. Johnson

High Frequency Trading: The Regulatory Debate

By William F. Johnson |

In his Corporate Crime column, William F. Johnson, a partner at King & Spalding, writes: As the SEC wades into the regulatory pool on high frequency trading, all eyes will be focused on whether subsequent regulations are appropriately and narrowly tailored to promote market stability without limiting the advances that technology has provided for market access and structure.

FBI Director James Comey, center, flanked by Manhattan District Attorney Cyrus Vance, left, and Southern District U.S. Attorney Preet Bharara, speaks Monday about an $8.9 billion settlement between the government and French bank BNP Paribas. The offices of Vance and Bharara have spearheaded investigations of banks accused of violating U.S. sanctions.

BNP Deal Shines Spotlight on Law Firms' Sanctions Advice

By Susan Beck |

The Justice Department's $8.9 billion settlement with BNP Paribas gave prosecutors a chance to argue that they're not afraid to get tough on big banks. But it also highlighted the roles of two large law firms that counseled BNP on transactions at the heart of the government's case, suggesting that the French Bank relied on questionable advice to justify violating U.S. sanctions regimes.

New Deals

By Vinayak Balasubramanian |

Alcoa Inc. has said it will acquire jet engine component producer Firth Rixson in a $2.85 billion deal expected to enhance the company's aerospace production.

Corinne Ball

Bankruptcy Court Foils Competitor's Attempted Takeover

By Corinne Ball |

In her Distress Mergers & Acquisitions column, Corinne Ball, a partner at Jones Day, discusses 'In re LightSquared', in which an activist distressed investor faces the subordination or disallowance of his claim due to what the bankruptcy court determined was the investor's inequitable conduct with the intent to manipulate the bankruptcy proceedings and the bankruptcy court.

New Deals

By Vinayak Balasubramanian |

Private equity firm Apax Partners has agreed to sell its majority stake in Advantage Sales and Marketing to two other private equity firms, Leonard Green & Partners and CVC Capital Partners. Wisconsin Energy Corporation has announced it will buy energy holding company Integrys Energy Group for $9.1 billion, including debt, a deal that would expand the company's geographic base.

New Deals

In the latest, and perhaps largest, example of a U.S. company ditching its borders, medical device maker Medtronic Inc. announced Sunday it would purchase Dublin-based Covidien in a $42.9 billion deal that would move the combined company to Ireland. Also, Priceline Group said Friday it has agreed to buy online restaurant-reservation service OpenTable.com for $2.6 billion in cash.

Vermont Governor Peter Shumlin

Trade Groups Challenge Vermont's Food Labeling Law

By Jan Wolfe |

Food industry trade groups have tapped Hogan Lovells to challenge a first-of-its-kind state law requiring the labeling of genetically engineered food.

David E. Kahen and Elliot Pisem

Stock Rights Under §457A: Revenue Ruling 2014-18

By Elliot Pisem and David E. Kahen |

In their Taxation column, Elliot Pisem and David E. Kahen, members of the law firm of Roberts & Holland, write: Rev. Rul. 2014-18 does not appear to reflect any major change in IRS thinking with respect to the treatment of options and SARs under §457A as previously expressed in IRS Notice 2009-8.

Joseph M. McLaughlin

Litigation Fee-Shifting Bylaws Facially Valid in Delaware

By Joseph M. McLaughlin |

In his Corporate Litigation column, Joseph M. McLaughlin writes: Last month, the Delaware Supreme Court ruled that a board-approved provision in a non-stock corporation's bylaws shifting legal expenses in intra-corporate litigation to unsuccessful claimants can be valid in Delaware. Although 'ATP Tour v. Deutscher Tennis Bund' pertained to a non-stock corporation, the decision has provoked an outpouring of debate because its reasoning applies equally to stock corporations.

New Deals

By Vinayak Balasubramanian |

Moving to expand its product offerings aimed at treating hepatitis C, pharmaceutical giant Merck & Co. announced Monday that it has agreed to buy Cambridge, Ma.-based Idenix Pharmaceuticals, Inc., for $3.85 billion.

Whistleblower Funds Are Getting Little Use

By Susan Beck |

Although huge sums have been set aside to reward those who report wrongdoing in the financial markets—$739 million is sitting there, waiting to be paid out—awards to date have barely dented those accounts, according to a new report.

Wells Fargo.

Bank Must Face Suit Despite Previous Deal, D.C. Circuit Says

By Jenna Greene |

The D.C. Circuit on Tuesday rebuffed Wells Fargo Bank's request to bar all claims against it in a suit over its mortgage practices brought by the U.S. Attorney's Office for the Southern District just six months after the bank paid $5 billion to settle similar claims in a suit brought by the federal government, 49 states and the District of Columbia.

Barbara M. Goodstein

Unitranche Credit Facilities: An Untested Trend Gains Traction

By Barbara M. Goodstein |

In her Secured Transactions column, Barbara M. Goodstein, a partner at Mayer Brown, explores the characteristics of unitranche credit facilities, the advantages of those structures, and the issues and uncertainty that surround them.

New Deals

Ventas said on Monday that it will acquire American Realty Capital Healthcare Trust in a stock-and-cash transaction valued at $2.6 billion. Also, four firms have landed roles in connection with the sale of 24 Hour Fitness by Forstmann Little & Co., the New York-based buyout shop that has been liquidating its portfolio following the November 2011 death of its cofounder.

U.S. Supreme Court building

Supreme Court Reverses Two More Patent Case Rulings

By Jan Wolfe |

A rough year for the Federal Circuit got rougher on Monday, when two more of its rulings were unanimously reversed by the U.S. Supreme Court.

Korea and U.S. Clash Over Application of U.S. Antitrust Laws

By Jan Wofe |

The governments of South Korea and the United States are clashing over whether an appeals court should resurrect Motorola Mobility Inc.'s price-fixing case against the world's LCD manufacturers.

Panel Upholds Enforcement of English Judgment in New York

By Brendan Pierson |

A $40 million judgment arising from a suit against a Saudi Arabian company in an English court can be enforced in New York, the First Department has held.

Christopher L. Garcia and Amanda Burns Shulak

Recent SEC Trial Losses Highlight Evidence Problems

By Christopher L. Garcia and Amanda Burns Shulak |

In their White-Collar Crime column, Christopher L. Garcia and Amanda Burns Shulak of Weil, Gotshal & Manges write: Recently, the SEC has had some missteps, most notably at trial. The losses in those cases were likely the result of the SEC having brought enforcement actions for conduct that was not provable based on the available evidence. Each of the cases suffered from proof issues that made them difficult cases to win.

Justice Opposes High Court Review of Arab Bank Sanctions

By Andrew Keshner |

Although agreeing that an order for sanctions against a Jordanian bank for not producing records in a lawsuit filed by terrorism victims was flawed, the DOJ is arguing that it would be premature for the U.S. Supreme Court to hear the bank's appeal.

Website's RICO Suit Against Accused Patent Troll Is Dismissed

By David Bario |

Even amid the ongoing backlash against patent trolls, FindTheBest.com's response to infringement claims by accused troll Lumen View Technology stands out from the crowd, with FindTheBest's CEO vowing to "slaughter" Lumen View in court.

New Deals

By Brian Baxter |

At least a dozen firms are advising on telecommunications giant AT&T's proposed $48.5 billion acquisition of DirecTV. Also, Darden Restaurants has agreed to sell Red Lobster to private equity firm Golden Gate Capital for $2.1 billion in cash.

Apple Struggles to Restrain Court's Antitrust Monitor

By Jan Wolfe |

Apple Inc. has lost a skirmish in its battle to rein in the company's court-appointed antitrust monitor, Michael Bromwich, failing to persuade a judge to slash one of Bromwich's recent bills or to limit his access to Apple top brass.

New Deals

By Brian Baxter |

Two global legal giants are raising their mugs to the formation of a $5 billion coffee joint venture between Mondelez International and rival D.E Master Blenders 1753, and Skadden Arps has snagged the lead role representing Hillshire Brands on a $6.6 billion acquisition of Pinnacle Foods.

John C. Coffee Jr.

Hedge Fund Activism: New Myths and Old Realities

By John C. Coffee Jr. |

In his Corporate Securities column, John C. Coffee Jr., the Adolf A. Berle Professor of Law at Columbia University Law School and Director of its Center on Corporate Governance, writes: Two recent developments have changed the playing field of corporate governance. In their wake, every pundit has announced that this is the heyday of hedge fund activism.

U.S. District Court Judge Denise Cote

Judge Allows Claims Against Another Bank to Move Forward

By Susan Beck |

Southern District Judge Denise Cote once again has ruled against a bank facing claims over mortgage-backed securities they sold or underwrote.

Facebook Underwriters can Retain Profits From IPO, Court Rules

By Jan Wolfe |

Legal battles over Facebook Inc.'s initial public offering continue to dog the social media company and its bankers, which tried and failed to escape a consolidated securities class action over the IPO in December.

New Deals

By Brian Baxter and The Associated Press |

In the latest large M&A deal in the pharmaceutical sector, at least eight firms are advising on the $14.2 billion sale of Merck & Co.'s consumer care business to German drug giant Bayer AG.

Philip Berkowitz

The eBay Settlement: a Look at No-Hire Agreements

By Philip M. Berkowitz |

In his Employment Issues column, Philip M. Berkowitz writes: Despite the significant brouhaha over the agreements at issue in 'eBay,' the settlement with the DOJ is far from a death knell for no-poaching agreements.

Steven M. Witzel

'Grimm' Outlook for Continuing Conspiracy Prosecutions?

By Steven Witzel |

In his Corporate Crime column, Steven Witzel, a partner at Fried, Frank, Harris, Shriver & Jacobson, writes: If sustained, the decision in 'United States v. Grimm' may significantly limit the government's ability to prosecute otherwise time-barred actions and provides defendants with new grounds to assert statute of limitations defenses.

Judge Dismisses Suit Filed by Investors in Madoff Feeder Fund

By Brendan Pierson |

Investors who put their money in a fund that invested heavily with Bernard Madoff cannot get damages from the administrator of the fund, Bank of New York Mellon, a Manhattan commercial division judge has ruled, dismissing a suit filed by a group of law firms on behalf of a class of investors.

New Deals

By |

The healthcare industry continues to dominate the M&A market with the announcement last week that Zimmer Holdings has agreed to acquire rival medical device specialist Biomet Inc. The cash-and-stock deal is worth $13.35 billion. Also, six major firms have tuned in for the latest episode in Comcast's dramatic $45 billion acquisition of Time Warner Cable.

Corinne Ball

'Emoral': Third Circuit Provides Comfort to Distressed Purchasers

By Corinne Ball |

In her Distress Mergers and Acquisitions column, Corinne Ball, a partner at Jones Day, writes about a recent Third Circuit decision in which the court held that prepetition personal injury claims that relied upon the "mere continuation" theory of successor liability were, in reality, causes of action that were property of the bankruptcy estate and thus eligible for settlement, release and discharge through the bankruptcy court.

Judge Dismisses Lawsuit Over Twitter Offering

By Jan Wolfe |

A Southern District judge has dismissed a $124 million fraud case in which two asset management firms claimed that Twitter bamboozled them into creating an artificial market for its private shares, thereby making it easier for Twitter to justify its $10 billion valuation.

Deal Value Increases, But Number Declines

The value of worldwide announced M&A totalled $756.1 billion during the first quarter of 2014, a 52 percent increase from comparable 2013 levels, according to the latest survey by Thomson Reuters.

New Deals

By Tom Huddleston Jr. |

Freshfields Bruckhaus Deringer and Hogan Lovells are helping Novartis undergo a massive restructuring involving a series of transactions worth more than $20 billion. Also, Post Holdings, maker of cereal and other dry goods, confirmed last week that it has agreed to buy Michael Foods from its private equity owners for $2.45 billion.

Experts Seek the Right Regulatory Box for Bitcoin

By Jenna Greene |

Following a series of multimillion-dollar thefts and losses, federal regulators want to step up their oversight of virtual currency bitcoin. But bitcoin—a nationless digital money that uses cryptography to control its creation and transaction—doesn't fit neatly in any regulatory box.

David E. Kahen and Elliot Pisem

Loss Deduction for Forfeiture of Insider Trading Profits

By David E. Kahen and Elliot Pisem |

In their Taxation column, Elliot Pisem and David E. Kahen, members of Roberts & Holland, write about a recent decision of the Court of Federal Claims relating to a court-ordered forfeiture by a corporate executive found to have engaged in illicit insider trading.

Survey: Companies See Sharp Rise in Regulatory Probes

By Sue Reisinger |

In-house legal departments saw the number of regulatory actions increase in U.S. companies for the third year in a row, according to the latest Annual Litigation Trends survey released Tuesday by Norton Rose Fulbright. About 20 percent of responders said their companies faced a regulatory/investigation matter in 2013, up from 9 percent in 2012.

All work and no pay?

Another Suit by Interns May Face Circuit Review

By Julie Triedman |

Another employment class action brought on behalf of unpaid interns cleared a hurdle last week, when a Southern District judge conditionally certified a class of interns suing Viacom Inc. But plaintiffs lawyers behind a crush of intern cases still have to contend with the Second Circuit, which is considering two appeals that could derail the litigation—or open the floodgates for even more claims.

New Deals

Buyout firm The Blackstone Group has agreed to buy Denver-based industrial manufacturer Gates Global from its current owners in a $5.4 billion deal announced Friday. Also, India's Sun Pharmaceutical Industries will become the world's fifth-largest generic drug maker with its $3.2 billion buy of struggling rival Ranbaxy Laboratories.

Joseph M. McLaughlin

Privilege and Work Product in Internal Investigations

By Joseph M. McLaughlin |

In his Corporate Litigation column, Simpson Thacher & Bartlett partner Joseph M. McLaughlin reviews recent decisions which, while not upending familiar principles of privilege and work product protection available in the internal investigation context, remind clients and practitioners that immunity from disclosure will not attach or be preserved without careful attention to the structure and conduct of internal investigations.