A Giant Merger in the Generic Drug Industry

In accordance with its 8-K filing of Auspex Pharmaceuticals, Inc. (“Auspex”) with the U.S. Securities and Exchange Commission on March 30, 2015, Teva Pharmaceuticals Industries Ltd. (“Teva”), entered into a merger agreement with Auspex at a purchase price of $101 per share. The total amount of purchase will be about $3.2 billion.

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Kraft and Heinz Deal Backed by 3G and Berkshire Hathaway

Kraft Foods and H.J. Heinz, two processed foods giants, recently welcomed a merger backed by 3G, a Brazilian private equity firm, and Warren Buffet’s Berkshire Hathaway, in the largest deal of 2015 thus far. By acquiring Kraft, worth $36 billion before the deal, 3G Capital adds yet another company to a recent line of acquisitions of North American food companies including Heinz, Budweiser, Burger King and Tim Hortons.

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Commerzbank of Germany to Pay $1.5 Billion to Settle U.S. Case

Commerzbank has agreed to pay $1.45 billion to settle several U.S. investigations that tracked a trail of illicit money to the German bank. The settlement was reached on March 12.

The first aspect of the case concerned the bank’s dealings with Iranian and Sudanese companies blacklisted in the United States. Authorities determined that the bank transferred at least $263 million through the U.S. financial system on behalf of these companies between 2002 and 2008. In addition, the bank attempted to disguise the source of the funds by deleting data from wire transfers. The Frankfurt branch had been hiding information relating to these practices from its New York branch which, according to investigators, was possible due to “ineffective” internal controls in New York.

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Simon Property’s Renewed Takeover Bid for Macerich

On Friday, March 22, 2015, Simon Property Group made its “best and final bid” for its rival competitor, Macerich Compay, raising its former unsolicited bid to $23.2 billion. This announcement came a few days following Macerich’s rejection of its rival’s prior unsolicited offer. Simon’s successful acquisition of Maerich would ensure its position as the nation’s largest mall owner and ensure it a significant interest in high-end retail properties.

On March 9, 2015, Simon publicly announced its bid for Macerich, an offer valued at $22.4 billion. After a week of consideration by Macerich’s board, the company rejected Simon’s offer and adopted a “poison pill” defense to defend against a takeover.

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Proxy Access Proposals: The Next Big Thing in Corporate Governance

This year, the hot topic in corporate governance is the rise of proxy access. Even as we speak, groups of activist investors are forcing companies to change the way they nominate and elect board members and are thereby poised to work a sea change in corporate governance. This article will define proxy access, discuss the regulatory status of proxy access proposals, and evaluate the proxy revolution’s likely affect on American companies.

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Congress Reacts to Insider Trading Case with Two Proposed Bills

As previously discussed on this blog, in U.S. v. Newman the U.S. Court of Appeals for the Second Circuit made it more difficult to prosecute future cases of insider trading involving tippers. To establish a tippee’s liability, prosecutors are now required to prove not only the tippee’s knowledge of the tipper’s breach of the duty of confidentiality, but also the tippee’s knowledge of a personal benefit to the tipper. The court also held that the benefit should be of “some consequence,” and that mere friendship or a familial relationship alone are insufficient to establish a benefit to the tipper.

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Are Wall Street’s “Untouchables” Disbanding?

Preet Bharara’s crack team of prosecutors at the US Department of Justice have earned many merits and accomplishments. The team is specifically known for going head on against the big names in the financial market. Two of the team’s notable successes are the conviction of Bernard Madoff for his Ponzi scheme and SAC Capital Investors’ securities fraud indictment.

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