In House - The FindLaw Corporate Counsel Blog

Recently in Mergers & Acquisitions Category

Boeing to Acquire Company Building Flying Cars

For Boeing, the future is now.

The aviation giant took two steps into the future by acquiring a flying car company and launching a hybrid-electric commuter aircraft. Boeing is buying Aurora Flight Sciences and funding Zunum Aero as it moves forward with evolving technologies in aviation.

It's an exciting time for the future of air travel -- especially for commuters and general counsel who are along for the ride.

Being in house means being there through thick and thin. When a corporate disaster strikes, or there's a merger, that's when you may truly be tested, or just left out in the cold in your European sports car having to find another ten to four to call your own.

Generally, there are two ways to approach big changes and corporate disasters: You can either keep your head down in hopes of avoiding the culling, or you can lift your chin up, put your best foot forward, and try to influence where the chips will fall.

When companies reach a certain size, being hip, trendy, or popular often can seem out of reach. Corporate governance and cool just cannot mutually exist, as a GC or in house, you know it's your job to be the bad guy and say "no." 

Despite generating revenue and profits hand over fist, major companies often seek to buyout small companies that are hip or trending in order to absorb the company's consumer base and growing brand. However, when a major corporation buys out a trending small to midsize business, the loyal consumers can often be left feeling betrayed. Like when musical artists sign with a major label, trendy, popular small businesses can often face backlash for "selling out."

FTC Lets Amazon-Whole Foods Merger Go Forward

Why would anyone buy their groceries from an online retailer?

Amazon has about 13.7 billion reasons. The online company is closing a deal to purchase Whole Foods Market for $13.7 billion and is kicking off its new ownership by slashing prices the same day.

The massive double-sale occurs on Monday at 470 stores, crossing more states than the last solar eclipse. The company isn't telling its new prices, but says Amazon Prime members will get even bigger discounts.

Be Proactive on Cybersecurity Due Diligence for Cyber Peace

In the fallout of the cyberwar on politics and business, few are working on achieving cyber peace.

Scott Shackleford, a law professor and researcher, is one of those few. He says peace will come from proactive policies, not after-thoughts in the aftermath of major cybersecurity breaches.

"Achieving some measure of cyber peace requires the active involvement of public and private stakeholders," he says. For in house counsel, that means applying due diligence standards to cybersecurity.

Will Trump's Administration Block AT&T/Time Warner Merger?

President Trump, who opposed the merger of AT&T and Time Warner when he was a presidential candidate, has not tweeted a thing about it since then.

And despite opposition from key Democrats in Washington, the proposed merger looks as likely to occur as it did when the companies announced their plan last October. That's not a prediction, just a statement of the moment.

A lot has happened on the track to the powerhouse merger since last year, but no one has stopped the train.

Verizon Drops $350 Million From Offer to Buy Yahoo Because of Data Breaches

When Yahoo disclosed last year that hackers had compromised 1.5 billion email accounts, Verizon saw a silver lining in the cloud over its offer to buy the company. Let's make that about $350 million worth of silver lining.

Verizon had offered to pay $4.8 billion for Yahoo's core internet business before the data breaches were discovered, but now the parties have agreed to $4.48 billion. According to reports, the deal will go to shareholders for approval in April.

"We have always believed this acquisition makes strategic sense," said Verizon's Marni M. Walden. "We look forward to moving ahead expeditiously so that we can quickly welcome Yahoo's tremendous talent and assets into our expanding portfolio in the digital advertising space."

Kraft-Heinz made a $143 billion bid to takeover Unilever last week. The potential merger would have brought iconic U.S. brands like Jell-O and Velveeta together with Unilever best-sellers like Ben & Jerry's and Knorr's instant pea soup, creating a packaged food powerhouse to rival the world's current biggest food company, Nestle.

The takeover didn't work out, with Kraft withdrawing the offer over the weekend. But, it could be a sign that more food industry mergers are likely in the future.

After Anthem-Cigna Merger Blocked, What's Next for the Health Care Insurance Titans?

The writing had been on the wall for health care insurers for some time.

Citing anti-trust violations, a federal judge had blocked Aetna's plan to merge with Humana last month. Anthem had to see it coming for its deal with Cigna this week.

U.S. District Court Judge Amy Berman Jackson blocked Anthem's planned merger for similar reasons -- the companies are just too big for the competition. Together, the rulings snuffed out nearly $100 billion in deals between the health-care insurance companies.

As stocks rose and fell on the news, lawyers scrambled to put the pieces together. But it's not likely anyone can put them back together again. There is one thing for sure, however. The attorneys will be talking about whether Anthem and Aetna owe Humana and Cigna almost $3 billion in termination fees.

Will Surge in Mergers Bring More Lawsuits?

As President Trump's economic policies take shape, observers predict a surge in mergers this year. It may also bring back merger litigation, which slowed down in the last years of the Obama administration.

Trump's new chairman of the Federal Communications Commission has already promised to "weed whack" many regulations, signaling his intent to follow the president's lead and keep hands off corporate America. With proposed mergers moving forward for giants like Verizon/Yahoo and At&T/Time Warner, this may be the year of the big deal.

It is ironic that media mergers seem to be on the forefront of a trend at the same time Trump has declared war on the media. In any case, cooler heads say media companies simply have to make moves to compete.