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Tesla Merger Is a Green Light for Lawyers

Now that Tesla has acquired Solar City, it will be a go for lawyers also.

Tesla, the largest electric car-maker in the United States, merged with Solar City, the largest solar panel company in the country, in a $2 billion deal. Shareholders of the companies approved the merger, with stock prices rising about 1.1 percent to almost $187 a share. Elon Musk, who now effectively runs both companies, said the acquisition was all about sustainable energy. The merger will sustain lawyers for some time as well.

Last month, AT&T announced plans to acquire Time Warner for over $85 billion. The merger, if allowed, would give birth to a massive new telecom and media Goliath, combining one of the nation’s biggest content creators with one of its biggest content distributors.

But, like all mergers, AT&T and Time Warner will have to survive the scrutiny of antitrust authorities at the Department of Justice and the Federal Trade Commission first. And, because Time Warner is a media company, the deal could come under scrutiny from the Federal Communications Commission, an agency Bloomberg describes as “a graveyard for mergers.”

Cybersecurity is becoming a significant concern for companies pursuing mergers and acquisitions. And it's not just with M&As in consumer-face industries, where lost credit card numbers, passwords, or medical information can lead to significant liability. Almost all businesses have some data security risks. Thus, looking into a company's cybersecurity practices is an increasingly important aspect of risk management and M&A due diligence.

Here's what that means for in-house attorneys.

EMC is getting a Dell, dude. Lots and lots of them, probably. Dell Inc. announced today that it has completed its $60 billion merger with EMC, the data storage company.

The news marks the culmination of the largest technology sector merger ever and leaves Dell, with $74 billion in revenue, as the largest privately controlled tech company in the world.

Snapchat, the self-destructing-photo sharing and messaging app, is buying up the search startup Vurb, for a cool $110 million, according to the Information. The deal will be 75 percent stock and 25 percent cash, with Snapchat paying almost as much in retention payouts to Vurb's current employees, bringing the total price to nearly $200. Devoting 50 percent of the deal's cost to retention, Business Insider notes, is "an unusually high proportion."

So, what's behind the buy?

The Department of Justice is planning on filing an antitrust lawsuit to halt two massive healthcare mergers, Bloomberg reports. The move could halt Aetna's $37 billion merger with Humana and Anthem's $48 billion takeover of Cigna.

If the deals go through, they would reduce the largest health insurance companies from five competitors to three, leading to concerns over stifled competition and harm to consumers. If the DOJ successfully blocks the deals, it could signal a further shift away from the merger mania that's spread throughout large corporate firms in recent years.

If you haven't heard yet, Microsoft announced this morning that it was buying LinkedIn for more than $26 billion. The all-cash deal will see Microsoft paying $196 a share, a 50 percent premium on LinkedIn's stock, in order to gobble up the internet's premiere resume-sharing social network.

But why would LinkedIn, a company that's often touted its independence and agility, sell itself to the 90's behemoth from Redmond? Here's why.

Bank of America cannot claim attorney-client privilege for legal documents shared between it and Countrywide during their 2008 merger, New York's highest court ruled yesterday. The documents were passed between each company's lawyers during merger discussions, but before the union had been completed. The bank may now be compelled to release those legal communications, made at the height of the subprime mortgage crisis and ensuing Great Recession.

The ruling is a blow to Bank of America, which had sought to protect the documents, which may reveal to what extent Countrywide considered its liability for fraud connected to its mortgage-backed loans.

Bayer, the German drug giant, has put forward an offer to buy Monsanto, the St. Louis-based purveyor of genetically modified crops, for $62 billion -- in cash. The offer, which came without solicitation by Monsanto, would be the largest all-cash takeover ever, according to Reuters.

But, it's far from a sure thing, with investors in both companies reacting unenthusiastically.

American businesses are undergoing a major consolidation period as mergers and acquisitions continue to fuel business growth. 2015 was the biggest year ever for mergers and acquisitions, with $4.7 trillion in mergers and acquisitions, according to Thomson Reuters. And the trend doesn't show signs of reversing anytime soon.

Mergers and acquisitions put in-house attorneys in a unique position. They're deal makers, negotiators, and compliance experts -- yet they might also need to polish up their resumes, should legal departments be consolidated. Here's what in-house counsel need to know about dealing with mergers and acquisitions.