http://www.davispolk.com/ en-us © 2011 Davis Polk & Wardwell LLP Wed, 22 May 2013 04:21:09 GMT Wed, 22 May 2013 04:21:09 GMT On May 15, 2013, the Code Committee of the U.K. Takeover Panel (the “Panel”) published its response statement 2012/3 following a consultation on proposals to amend the rules for determining the companies that are subject to the U.K. Takeover Code (the “Code”) (read our client newsflash on the July 2012 consultation here). The Code sets out binding rules for proposed takeovers of companies and is focused on ensuring a non-coerced choice by shareholders without input by the incumbent board, unlike the typical U.S. approach that permits the incumbent board to act in a manner it believes can best protect shareholders. /files/Publication/0cc62780-cc4c-41b5-b81d-b4fa1694acc3/Presentation/PublicationAttachment/6c63d947-c76a-4ff6-96d1-b9307268e57c/05.20.13.UKTakeover.html Publication 0cc62780-cc4c-41b5-b81d-b4fa1694acc3 Tue, 21 May 2013 00:00:00 GMT Davis Polk is advising Warner Chilcott plc in connection with its approximately $8.5 billion acquisition by Actavis, Inc. in a stock-for-stock transaction. http://www.davispolk.com/news/detail.aspx?news=2264 News 08c9eddf-26c5-4c5b-8629-f4c5ab5ae6cc Mon, 20 May 2013 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=2256 News 3264425a-80aa-4774-8879-ec55097afd3a Fri, 17 May 2013 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=2255 News 26578ae6-ba0e-4484-8933-eba5236d74f6 Fri, 17 May 2013 00:00:00 GMT Davis Polk is advising Vikram Pandit in connection with his strategic investment, along with his business partner Hari Aiyar, in a 3% equity stake in JM Financial Limited and potential additional investments in its non-banking finance company (NBFC), proposed bank and joint distressed asset fund. http://www.davispolk.com/news/detail.aspx?news=2254 News eeb62344-6ba4-4bc7-9434-7c060f3659b7 Thu, 16 May 2013 00:00:00 GMT Davis Polk advised the French State in connection with the disposal of 1.5% of the total share capital of EADS, completed on April 16, 2013, through a share buyback for a total amount of €483 million, and a subsequent private placement by way of an accelerated book-building relating to 2.1% of the total share capital for a total amount of €707 million and completed on May 2, 2013. http://www.davispolk.com/news/detail.aspx?news=2252 News fd917804-4350-4f94-a79d-497f6bff03f5 Wed, 15 May 2013 00:00:00 GMT Davis Polk advised Bonnier Corporation in connection with the sale of Parenting and Babytalk magazines and their related digital assets to Meredith Corporation. http://www.davispolk.com/news/detail.aspx?news=2248 News 3c13bfdd-947f-4688-a0b1-2d03b28e1ec1 Tue, 14 May 2013 00:00:00 GMT Davis Polk is advising CITIC Capital Partners in connection with the $890 million going-private acquisition of Nasdaq-listed AsiaInfo-Linkage, Inc. by a consortium led by CITIC Capital Partners and that includes Edward Tian, a co-founder and significant stockholder of AsiaInfo-Linkage. http://www.davispolk.com/news/detail.aspx?news=2233 News 75793b8f-c5db-42cc-84f4-91c08d8fe017 Mon, 13 May 2013 00:00:00 GMT Davis Polk advised Verdere Sàrl, a Luxembourg company, in connection with its acquisition of 5.2 million class A shares in Investment AB Kinnevik from SMS Sapere Aude Trust, HS Sapere Aude Trust Delaware and Sophie Stenbeck for SEK 169.20 (approximately $25.68) per share. http://www.davispolk.com/news/detail.aspx?news=2234 News 60688c5d-5ab9-4da8-9d3b-9a5c2761fca5 Mon, 13 May 2013 00:00:00 GMT Davis Polk is advising BofA Merrill Lynch as financial adviser to BMC Software, Inc. in connection with its approximately $6.9 billion acquisition by a private investor group led by Bain Capital and Golden Gate Capital together with GIC Special Investments Pte. Ltd. and Insight Venture Partners. http://www.davispolk.com/news/detail.aspx?news=2228 News de7a86e8-0eac-4c4a-b9e0-e8ee655eacfb Tue, 07 May 2013 00:00:00 GMT Davis Polk is advising Baidu, Inc. in connection with its $370 million acquisition of the online video business of PPS. http://www.davispolk.com/news/detail.aspx?news=2229 News eee729c0-9fdb-4042-8042-e93af89702f9 Tue, 07 May 2013 00:00:00 GMT As discussed in our previous memo, in January 2013, the SEC approved amendments to the NYSE and Nasdaq listing standards relating to compensation committees and their advisers. Unless they have already done so, companies should begin implementing the new requirements with respect to compensation committees and their advisers that take effect on July 1, 2013. Compensation committee action is required in order to comply with these requirements. Companies should note that, while the new rules require compensation committees to consider the independence of their advisers, the rules do not require that such advisers be independent, nor is any aspect of the mandated independence review required to be disclosed publicly (other than proxy disclosure concerning compensation consultants to a company or its compensation committee). /files/Publication/fb746588-0c8e-4bad-873d-a2b444d6d1fb/Presentation/PublicationAttachment/a562690e-ab4d-4146-9651-a92d2dedf728/05.03.13.Compensation.html Publication fb746588-0c8e-4bad-873d-a2b444d6d1fb Fri, 03 May 2013 00:00:00 GMT Davis Polk is advising Smith & Nephew plc in connection with its acquisition of Adler Mediequip Private Limited and the brands and assets of Sushrut Surgicals Private Limited. http://www.davispolk.com/news/detail.aspx?news=2230 News a048f6ef-c3e8-43aa-942f-ead545d45748 Fri, 03 May 2013 00:00:00 GMT Davis Polk is advising an affiliate of Goldman, Sachs & Co. in connection with its $820 million acquisition of Ebix, Inc. http://www.davispolk.com/news/detail.aspx?news=2226 News 6a55340f-bd3d-4b50-b696-6428c9d13819 Wed, 01 May 2013 00:00:00 GMT Davis Polk is advising GAIN Capital Holdings, Inc. in connection with its approximately $107 million acquisition of Global Futures & Forex, Ltd. http://www.davispolk.com/news/detail.aspx?news=2221 News 28eca294-125c-4cca-82bd-b64473164321 Thu, 25 Apr 2013 00:00:00 GMT Davis Polk is advising the senior management of Strategic Partners, Credit Suisse’s dedicated secondary private equity business, on the sale of Strategic Partners to Blackstone. http://www.davispolk.com/news/detail.aspx?news=2215 News 98826236-3826-4bc5-b5a5-e57a30a92cc3 Mon, 22 Apr 2013 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=2217 News 8f41f85d-bb78-4fd9-83b6-a5774c05c387 Mon, 22 Apr 2013 00:00:00 GMT Davis Polk Partners Bonnie Chan, Kirtee Kapoor and Mark Lehmkuhler will be among the speakers at Practising Law Institute’s First Annual Institute on Corporate and Securities Law in Hong Kong. http://www.davispolk.com/events/detail.aspx?event=400 Event 442aaa69-b8bc-4c7e-b9c4-bf740697367e Thu, 18 Apr 2013 12:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=2197 News e2b00cad-a740-4d5c-a1d9-e2ce9401ce72 Tue, 16 Apr 2013 00:00:00 GMT Davis Polk is advising Bank of America Merrill Lynch as financial adviser to National Financial Partners Corp. in connection with its approximately $1.3 billion acquisition by a controlled affiliate of Madison Dearborn Partners, LLC. http://www.davispolk.com/news/detail.aspx?news=2194 News 7f5a49c7-39d8-4667-b981-c45999a63a09 Mon, 15 Apr 2013 00:00:00 GMT Davis Polk is advising affiliates of Warburg Pincus and Alliance Tire Group in connection with the sale of Alliance Tire Group to affiliates of Kohlberg Kravis Roberts & Co., a global private equity firm. http://www.davispolk.com/news/detail.aspx?news=2193 News 088adf09-12eb-48c9-90c8-0d33dcb82625 Fri, 12 Apr 2013 00:00:00 GMT In an effort to increase the speed and transparency of its merger review process, China has now released initial drafts of two regulations: one aimed at defining “simple” merger cases, and another at greater clarity on remedies for mergers that raise antitrust concerns.  /files/Publication/fb837267-ed12-42b0-9eb3-011c060d6a1c/Presentation/PublicationAttachment/7aef3921-612f-4a3c-ab30-017872e434ce/04.05.13.Chinese.Antitrust.html Publication fb837267-ed12-42b0-9eb3-011c060d6a1c Fri, 05 Apr 2013 00:00:00 GMT Davis Polk Tops First Quarter U.S. and Global M&A and Capital Markets League Tables http://www.davispolk.com/news/detail.aspx?news=2181 News 2fc6c0eb-862b-44c7-a1fc-259576f6ef1a Fri, 05 Apr 2013 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=2180 News 13a04ad2-38f5-41fe-a853-7b9edfdceca8 Thu, 04 Apr 2013 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=2176 News 3cad3662-d98d-40f1-903c-151bd218ce8c Tue, 02 Apr 2013 00:00:00 GMT Davis Polk is advising Tele2 AB on the sale of its Russian operations to VTB Group in a cash transaction comprising $2.4 billion in equity value and $1.15 billion in net debt. http://www.davispolk.com/news/detail.aspx?news=2174 News c628f22f-4e88-412e-81ff-004fec351329 Thu, 28 Mar 2013 00:00:00 GMT http://www.davispolk.com/events/detail.aspx?event=466 Event aa413149-ef67-4695-9d96-72ec7862407e Wed, 27 Mar 2013 12:00:00 GMT Davis Polk is advising Shire plc in connection with its acquisition of SARcode Bioscience, Inc. http://www.davispolk.com/news/detail.aspx?news=2157 News 4318ac00-8289-4053-b781-0a27e8872b5c Mon, 25 Mar 2013 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=2134 News dbaf5e2b-5423-4cb9-b833-b090e22fa75d Wed, 20 Mar 2013 00:00:00 GMT Davis Polk is advising Morgan Stanley as financial adviser to Obagi Medical Products, Inc. in connection with its $360 million acquisition by Valeant Pharmaceuticals International, Inc. http://www.davispolk.com/news/detail.aspx?news=2135 News f3b01151-9a2a-417d-a573-5e68f7ed3813 Wed, 20 Mar 2013 00:00:00 GMT Davis Polk is advising Crestview Partners as member of an investor group in connection with the $2.617 billion sale of approximately 26.9 million shares and approximately 1.1 million warrants in Charter Communications, Inc. to Liberty Media Corporation. http://www.davispolk.com/news/detail.aspx?news=2129 News 3e6080d0-d82c-4757-91d8-004907e20f5e Tue, 19 Mar 2013 00:00:00 GMT http://www.davispolk.com/events/detail.aspx?event=428 Event 917b7e3f-7e65-459c-94af-068d68e8bfc4 Wed, 13 Mar 2013 12:00:00 GMT Davis Polk is advising Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank) on its €1.935 billion sale of approximately 90.01% of the equity in Robeco Groep N.V. to ORIX Corporation. http://www.davispolk.com/news/detail.aspx?news=2106 News b4caed88-406f-4b14-afdb-e6fb266e7f5d Wed, 13 Mar 2013 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=2104 News 64f209fb-e7f1-41f6-927d-6c8c66bf427f Tue, 12 Mar 2013 00:00:00 GMT http://www.davispolk.com/events/detail.aspx?event=448 Event 71bd969b-71e8-44d0-938d-9554b1bdea19 Mon, 04 Mar 2013 12:00:00 GMT Davis Polk advised Lazard Asia (Hong Kong) Limited and Houlihan Lokey (China) Limited as financial advisers to an independent committee of the board of directors of China Nuokang Bio-Pharmaceutical Inc. in connection with its management buyout led by the chairman and chief executive officer and certain of his affiliates. http://www.davispolk.com/news/detail.aspx?news=2253 News 612d10c3-29b1-4cff-990b-4c1c39e3ea51 Tue, 26 Feb 2013 00:00:00 GMT Davis Polk is advising Crestview Partners on its $246 million acquisition of Victory Capital Management Inc. from KeyCorp. http://www.davispolk.com/news/detail.aspx?news=2080 News 5b30e134-c684-4424-bca4-dbdf9cfb0138 Thu, 21 Feb 2013 00:00:00 GMT In a bench ruling issued on February 6 in In re Puda Coal, Inc. Stockholders Litig., the Delaware Court of Chancery declined to dismiss breach of loyalty claims against the U.S. independent directors of a Delaware company with assets and operations solely in China. Chancellor Strine found it “perfectly conceivable” that the directors breached their fiduciary duties of oversight when they failed to discover that the Chairman/CEO had “stolen the company” through the unauthorized transfers of its operating subsidiary. Although the pleaded facts here are extreme, the decision serves as a reminder that independent directors of Delaware-incorporated companies must take all necessary steps to satisfy their fiduciary duties, even when faced with the obvious challenges of a company whose assets and operations are primarily outside the U.S. /files/Publication/28b2cf62-127a-45c7-b934-3e695d905b97/Presentation/PublicationAttachment/9dade887-1f35-42d2-9e40-3e74180e92cf/022013_Delaware_Court_of_Chancery_Declines_to_Dismiss_Claims.html Publication 28b2cf62-127a-45c7-b934-3e695d905b97 Wed, 20 Feb 2013 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=2079 News e15e452d-6715-4248-8abd-73563ffc010f Wed, 20 Feb 2013 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=2078 News 9eeb78f9-88a1-457b-a5c8-70b334156c6b Wed, 20 Feb 2013 00:00:00 GMT With more than a dozen deals valued at nearly $70 billion in the aggregate in just the first six weeks of 2013, Davis Polk is leading the market year-to-date in M&A activity. http://www.davispolk.com/news/detail.aspx?news=2076 News e5c97d6e-6da2-440b-9537-dbb3814a5796 Tue, 19 Feb 2013 00:00:00 GMT Davis Polk is advising BofA Merrill Lynch as financial adviser to Netspend Holdings, Inc. in connection with its approximately $1.4 billion acquisition by Total System Services, Inc. http://www.davispolk.com/news/detail.aspx?news=2077 News 4f60adb2-49fb-46cb-8e4c-6b1744d41187 Tue, 19 Feb 2013 00:00:00 GMT Davis Polk is advising Artio Global Investors Inc.’s Strategic Review Committee of independent directors in connection with Artio Global’s acquisition by Aberdeen Asset Management PLC for $2.75 in cash per share. http://www.davispolk.com/news/detail.aspx?news=2075 News bd020302-167c-4aa4-ae70-3b5e9fa7dbc2 Fri, 15 Feb 2013 00:00:00 GMT Davis Polk is advising CNOOC Ltd. in connection with its proposed $15.1 billion acquisition of Canadian energy company, Nexen, Inc., including clearing the transaction through the Committee on Foreign Investment in the United States (CFIUS). http://www.davispolk.com/news/detail.aspx?news=2066 News 8ea6ecef-f5d7-4c85-9db6-206ab7e6c69a Thu, 14 Feb 2013 00:00:00 GMT Davis Polk is advising H. J. Heinz Company on its $28 billion acquisition by an investment consortium comprised of Berkshire Hathaway and 3G Capital, the largest transaction ever in the food industry. http://www.davispolk.com/news/detail.aspx?news=2064 News 59ad356b-fd8f-422e-b4f9-1d48f9858c30 Thu, 14 Feb 2013 00:00:00 GMT Davis Polk is advising NBCUniversal Media, LLC in connection with its acquisition from LIN TV Corp. of LIN’s entire equity interest in the joint venture between NBCUniversal and LIN. http://www.davispolk.com/news/detail.aspx?news=2065 News 4e4a25dd-03b3-4419-ae29-1ed54df32635 Thu, 14 Feb 2013 00:00:00 GMT Davis Polk advised HII on its $65.3 million initial public offering of Class A common stock. The Class A common stock is listed on the Nasdaq Global Market under the symbol “HIIQ.” http://www.davispolk.com/news/detail.aspx?news=2059 News 90fc4f8b-7d8c-4315-aed1-0c4ba8f057f2 Wed, 13 Feb 2013 00:00:00 GMT On December 31, 2012, Strategic Growth Bancorp Inc. (“Strategic Growth”), an El Paso, Texas-based bank holding company, acquired Mile High Banks (the “Bank”), a Colorado community bank, from the Bank’s parent, Big Sandy Holding Company (“Big Sandy”), through an auction process conducted pursuant to section 363 of the Bankruptcy Code. Davis Polk represented Strategic Growth and advised on the complex and overlapping bankruptcy, mergers and acquisitions, credit, tax and bank regulatory issues presented by the transaction. /files/Publication/24f5b132-3b55-43e7-b6b3-109cc32032be/Presentation/PublicationAttachment/ab31e111-22d9-4ff6-ba9c-14dee64ed5cd/021413_Bancorp.pdf Publication 24f5b132-3b55-43e7-b6b3-109cc32032be Wed, 13 Feb 2013 00:00:00 GMT Davis Polk is advising Comcast Corporation on its $16.7 billion acquisition of General Electric Company’s 49% common equity stake in the NBCUniversal Media, LLC joint venture. http://www.davispolk.com/news/detail.aspx?news=2046 News ab615a0b-1257-4ab0-8223-f513251694f9 Tue, 12 Feb 2013 00:00:00 GMT Davis Polk is advising Philippine Long Distance Telephone Company (PLDT) in connection with the sale of the business process outsourcing businesses owned by its subsidiary SPi Global Holdings, Inc. http://www.davispolk.com/news/detail.aspx?news=2034 News c57643e1-2d8a-4bbb-8e8f-01cf292f1382 Thu, 07 Feb 2013 00:00:00 GMT Davis Polk advised CVS Caremark Corporation in connection with its first ever international acquisition – Drogaria Onofre, a retail drugstore chain in Brazil. http://www.davispolk.com/news/detail.aspx?news=2033 News 44b1b8ae-e802-4854-9e32-bbc296e1533c Wed, 06 Feb 2013 00:00:00 GMT Davis Polk is advising Reliance Steel & Aluminum Co. in connection with its $1.2 billion acquisition of Metals USA Holdings Corp. http://www.davispolk.com/news/detail.aspx?news=2032 News 96512a18-9f96-4ff0-bc75-333db6007381 Wed, 06 Feb 2013 00:00:00 GMT Davis Polk is advising J.P. Morgan Securities LLC as financial adviser to the special committee of independent directors of Dell Inc. in connection with its $24.4 billion acquisition by Michael Dell, Dell’s Founder, Chairman and Chief Executive Officer, and Silver Lake Partners. http://www.davispolk.com/news/detail.aspx?news=2031 News 324d9950-eb97-43c5-b351-176d5bbcc7cb Tue, 05 Feb 2013 00:00:00 GMT On January 31, 2013, Groupe du Louvre, SAS, a subsidiary of Starwood Capital Group, sold four French luxury hotels to the Constellation Group: the Concorde La Fayette (950 rooms) and Hôtel du Louvre (177 rooms) in Paris, the Hôtel Martinez (409 rooms) in Cannes and the Palais de la Méditerranée (188 rooms) in Nice. http://www.davispolk.com/news/detail.aspx?news=2030 News ce3e6217-7d00-4b8c-a0a5-065e6b15064d Mon, 04 Feb 2013 00:00:00 GMT Davis Polk is advising J.P. Morgan Securities LLC as financial adviser to Avery Dennison Corporation in connection with its $500 million sale of its Office and Consumer Products and Designed and Engineered Solutions businesses to CCL Industries Inc. http://www.davispolk.com/news/detail.aspx?news=2029 News bd10dfdb-dde8-4b02-875d-4ee4ea4c9a3c Thu, 31 Jan 2013 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=2028 News b2e6b471-bdbb-4c5a-9eb5-047c3be9408a Wed, 30 Jan 2013 00:00:00 GMT Davis Polk is advising MSCI Inc. in connection with its $23.5 million acquisition of Investor Force Holdings, Inc. http://www.davispolk.com/news/detail.aspx?news=2019 News 7d8f5890-99ed-4fdb-bbe9-9d963e59be31 Wed, 23 Jan 2013 00:00:00 GMT Davis Polk is advising Aetna Inc. on its sale of Missouri Care, its Missouri Medicaid business, to WellCare Health Plans, Inc. http://www.davispolk.com/news/detail.aspx?news=2017 News f0f5ecc7-4b8c-42cb-a956-90c3b2a76f9f Tue, 22 Jan 2013 00:00:00 GMT Davis Polk is advising Freeport-McMoRan Copper & Gold Inc. in connection with the acquisition from OM Group, Inc. of a large scale cobalt refinery in Kokkola, Finland through a newly formed joint venture to be held by Freeport-McMoRan Copper & Gold, Lundin Mining Corporation and La Generale des Carrieres et des Mines for total consideration of up to $435 million. http://www.davispolk.com/news/detail.aspx?news=2018 News 4e177150-5d60-4c65-a61a-94e860bb387b Tue, 22 Jan 2013 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=2015 News 823495c3-ee72-429a-b50d-532962fa6097 Tue, 22 Jan 2013 00:00:00 GMT On January 11, 2013, the SEC approved the NYSE and Nasdaq listing standards, as amended, to implement the SEC’s requirement that national securities exchanges prohibit the listing of any equity security of an issuer that does not comply with the SEC’s rules regarding the independence of compensation committees and their advisers. In approving the proposed NYSE and Nasdaq listing standards, the SEC did not require any changes. This memo highlights the key aspects of the final listing standards. Appendix A provides further details regarding the final standards and their application to certain types of companies, such as foreign private issuers, recently IPOed companies and smaller reporting companies. /files/Publication/5dd6cc91-de9a-42a3-a4ef-49bcad0be8ef/Presentation/PublicationAttachment/81485ba7-1a1f-47ca-b162-49c81c8fe81c/012213_NYSE_Listing_Standards.pdf Publication 5dd6cc91-de9a-42a3-a4ef-49bcad0be8ef Tue, 22 Jan 2013 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=2012 News 07987b56-9d8a-407d-9673-43fcfe872d79 Fri, 18 Jan 2013 00:00:00 GMT Davis Polk is advising Comcast Corporation in connection with its $150 million acquisition of shares of the common stock of ARRIS Group, Inc. http://www.davispolk.com/news/detail.aspx?news=2005 News 44f6987b-6c25-44a0-a854-88e44436f3c4 Mon, 14 Jan 2013 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=2013 News 515efb62-24d3-479d-9b2f-463471cce41a Fri, 11 Jan 2013 00:00:00 GMT The memorandum addresses recent changes to both the HSR premerger notification filing thresholds and the thresholds that trigger, under Section 8 of the Clayton Act, a prohibition preventing companies from having interlocking directorates. The new HSR notification thresholds will apply to all transactions which will close on or after February 11, 2013. /files/Publication/3612b537-08ca-44db-ba2f-528ef049bfa1/Presentation/PublicationAttachment/2b00134c-d0d1-4ad0-aab0-5380f1fc42bd/011113_HSR_Act.pdf Publication 3612b537-08ca-44db-ba2f-528ef049bfa1 Fri, 11 Jan 2013 00:00:00 GMT Davis Polk is advising Greenhill & Co., LLC as financial adviser to SUPERVALU Inc. in connection with its $3.3 billion sale of its Albertsons, Acme, Jewel-Osco, Shaw’s and Star Market stores and related Osco and Sav-on in-store pharmacies to AB Acquisition LLC, an affiliate of a Cerberus Capital Management L.P.-led investor consortium that also includes Kimco Realty Corporation, Klaff Realty LP, Lubert-Adler Partners and Schottenstein Real Estate Group. http://www.davispolk.com/news/detail.aspx?news=2003 News b6695b85-e2fe-4d66-a0b5-5176b19d7ca4 Thu, 10 Jan 2013 00:00:00 GMT Davis Polk is advising Shire plc on its acquisition of Lotus Tissue Repair, Inc. http://www.davispolk.com/news/detail.aspx?news=2002 News 3f4618b8-a840-4cd2-8657-169eb27d62f2 Tue, 08 Jan 2013 00:00:00 GMT Davis Polk is advising Unitas Capital Pte. Ltd. on its proposed acquisition of a majority-stake equity interest in Shenzhen ZTE NetView Technology Co., Ltd. (ZNV), an indirect subsidiary of ZTE Corporation. http://www.davispolk.com/news/detail.aspx?news=2001 News 234bd390-054e-47fa-a821-05c5273a9df5 Thu, 03 Jan 2013 00:00:00 GMT Davis Polk is advising CITIC Capital on the acquisition of Focus Media Holding Limited through a going-private transaction. http://www.davispolk.com/news/detail.aspx?news=1989 News 4ffd10b3-fbc1-4b17-871e-273e3932d295 Fri, 21 Dec 2012 00:00:00 GMT Davis Polk is advising DLF Global Hospitality Limited in connection with its sale of Silverlink Resorts Limited, the holding company for Amanresorts. http://www.davispolk.com/news/detail.aspx?news=1996 News 4ba7ad46-b520-49a1-b8c4-2e10c42f0c01 Fri, 21 Dec 2012 00:00:00 GMT Davis Polk is advising Morgan Stanley as financial adviser to IntercontinentalExchange, Inc. in connection with its cash-and-stock $8.2 billion acquisition of NYSE Euronext, Inc. http://www.davispolk.com/news/detail.aspx?news=1988 News 50e3d89f-63c7-4ce6-8bb3-22e078a348f3 Thu, 20 Dec 2012 00:00:00 GMT Davis Polk is advising BofA Merrill Lynch as financial adviser to Alterra Capital Holdings Limited in connection with its approximately $3.13 billion acquisition by Markel Corporation. http://www.davispolk.com/news/detail.aspx?news=1987 News 8e86eec7-18ed-4170-ab56-2197c587afdf Wed, 19 Dec 2012 00:00:00 GMT Davis Polk is advising J.P. Morgan Securities LLC as financial adviser to Nielsen Holdings N.V. in connection with its approximately $1.26 billion acquisition of Arbitron Inc. for $48 per share in cash. http://www.davispolk.com/news/detail.aspx?news=1986 News 20449636-b649-403b-b3ff-13e01f0b474b Tue, 18 Dec 2012 00:00:00 GMT Davis Polk is advising Asylum Research Corporation on its acquisition by Oxford Instruments plc. http://www.davispolk.com/news/detail.aspx?news=1984 News 3478259c-921d-4c7f-9fce-10a12e54607c Mon, 17 Dec 2012 00:00:00 GMT Davis Polk is advising Comcast Corporation, a significant Clearwire Corporation shareholder, in connection with the approximately $2.2 billion acquisition by Sprint Nextel Corporation of the 50% stake in Clearwire that it does not already own. http://www.davispolk.com/news/detail.aspx?news=1985 News 690c87a6-e67d-4784-a2e5-122bd9bb165a Mon, 17 Dec 2012 00:00:00 GMT Davis Polk advised the French State in connection with the agreement reached between European Aeronautic Defence & Space Co. N.V. (EADS), its shareholders and Kreditanstalt für Wiederaufbau (KfW) that aims to normalize and simplify the governance of EADS while securing a shareholding structure that allows France, Germany and Spain to protect their strategic interests. http://www.davispolk.com/news/detail.aspx?news=1944 News 2c27ce88-a53f-4fb1-bb35-b0c9755bc6af Tue, 11 Dec 2012 00:00:00 GMT Davis Polk is advising the special committee of the board of directors of The GEO Group, Inc. in connection with the sale of GEO Care, Inc. to members of the GEO Group and GEO Care management teams. http://www.davispolk.com/news/detail.aspx?news=1983 News 1f0cdb5c-02fc-49c7-92b9-0fe5a51575f5 Mon, 10 Dec 2012 00:00:00 GMT Davis Polk again received high marks in the Financial Times U.S. Innovative Lawyers Report, which ranks the innovativeness of law firms in deals, cases and firm initiatives. The firm was recognized across several categories, including Corporate, Finance, Lawyers to the Innovators and Business of Law. http://www.davispolk.com/news/detail.aspx?news=1943 News c8761b40-c5ca-457b-bec8-1c325ebcc4b9 Mon, 10 Dec 2012 00:00:00 GMT Davis Polk is advising Valeo SA, one of the world’s top automotive suppliers, in connection with the sale of its access mechanisms business to Japanese U-Shin Ltd., one of Asia’s largest producers of automotive access mechanisms. http://www.davispolk.com/news/detail.aspx?news=1935 News 2da25a2a-50ed-4747-bbca-debc99114a51 Tue, 04 Dec 2012 00:00:00 GMT Davis Polk is advising BBAM Limited Partnership in connection with Onex Corporation’s acquisition of a 50% stake in BBAM for $165 million. http://www.davispolk.com/news/detail.aspx?news=1936 News 7dd72992-60af-429b-8640-e130b21e555d Mon, 03 Dec 2012 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=1934 News a0210486-e777-47af-b4e5-45a677446e92 Mon, 03 Dec 2012 00:00:00 GMT Davis Polk is advising ConAgra Foods, Inc. on its acquisition of Ralcorp Holdings, Inc., valued at approximately $6.8 billion, including the assumption of Ralcorp debt. http://www.davispolk.com/news/detail.aspx?news=1928 News 5b772b1d-3adb-4529-9a09-7fb0f653254e Tue, 27 Nov 2012 00:00:00 GMT On November 16, 2012, Institutional Shareholder Services issued its final updates to its proxy voting guidelines for the 2013 proxy season. The key items of change from last year’s guidelines are that ISS:  Recommends voting against boards of directors that do not act on shareholder proposals that were approved by the vote of a majority of shares cast in the prior year, beginning in 2014; Designates “significant” pledging, and any hedging, of the issuer’s stock by directors and executives as failures of risk oversight that may (or, in the case of hedging, will) warrant recommending a vote against individual directors, committee members or the entire board of directors; Revises its say-on-pay analysis to refine the peer group selection methodology and, at least for large-cap companies, incorporates a “realizable pay” analysis into the qualitative evaluation of pay-for-performance; Extends the say-on-golden parachute analysis to existing and legacy arrangements, as well as new or renewed arrangements; and Assesses, on a case-by-case basis, shareholder proposals to link executive compensation to environmental and social metrics. The final policy also makes other minor changes to ISS’s positions on director elections. These new policies will be effective for companies holding their annual shareholder meetings on or after February 1, 2013, with the exception of the board response to shareholder proposals, which is effective for annual meetings beginning in 2014. ISS indicated that it will release FAQs on the final policy in December 2012. /files/Publication/5a7d05ac-a3e9-4d4b-be44-5fbeebe183a5/Presentation/PublicationAttachment/044ac0d1-3483-456c-81c9-611cfabd3e32/112012_ISS_2013.pdf Publication 5a7d05ac-a3e9-4d4b-be44-5fbeebe183a5 Tue, 20 Nov 2012 00:00:00 GMT On November 16, 2012, the Secretary of the Treasury issued a much awaited determination that foreign exchange (“FX”) swaps and forwards should not be regulated as swaps under the Commodity Exchange Act for most purposes, including registration, mandatory clearing and trade execution, and margin. As was the case in the proposed determination, FX derivatives other than FX swaps and forwards, such as FX options, currency swaps and non-deliverable forwards, are not exempted from the definition of swap. /files/Publication/ceeeadaa-4885-4f6e-a182-57b1c9136a68/Presentation/PublicationAttachment/4f07d4fb-fb7b-4b6b-af41-581a932d2dd4/11.19.12_FX_Swap.html Publication ceeeadaa-4885-4f6e-a182-57b1c9136a68 Mon, 19 Nov 2012 00:00:00 GMT http://www.davispolk.com/news/detail.aspx?news=1915 News 4725bdec-0661-453a-90e1-3decffe8d6d7 Mon, 12 Nov 2012 00:00:00 GMT Davis Polk is advising Chemtura Corporation in connection with the $200 million sale of its Antioxidant and UV Stabilizers business to an affiliate of SK Capital Partners. http://www.davispolk.com/news/detail.aspx?news=1916 News 18900ebf-63f6-49b0-9053-a5eeb4bd2885 Mon, 12 Nov 2012 00:00:00 GMT Davis Polk is advising Orient-Express Hotels Ltd. in connection with the unsolicited proposal from The Indian Hotels Company Limited and certain affiliates and third parties to acquire all of the outstanding shares of Orient-Express for $12.63 per share in cash. http://www.davispolk.com/news/detail.aspx?news=1912 News 710843e3-784f-4110-9b1f-bd7fa93566be Thu, 08 Nov 2012 00:00:00 GMT Davis Polk is advising ARM Holdings plc in connection with its leading participation in a consortium of major technology companies affiliated with Allied Security Trust, which has entered into an agreement with MIPS Technologies, Inc. to obtain rights to its patent portfolio. http://www.davispolk.com/news/detail.aspx?news=1903 News cd5d5d6d-8bcf-499c-9209-06e6118d96d3 Tue, 06 Nov 2012 00:00:00 GMT Davis Polk is advising Baidu, Inc. on its acquisition of shares of iQiyi.com held by Providence Equity Partners. http://www.davispolk.com/news/detail.aspx?news=1902 News efe364e3-5a63-4f37-88f8-82e0a2c349df Mon, 05 Nov 2012 00:00:00 GMT Davis Polk is advising MSCI Inc. in connection with its $125 million acquisition of IPD Group Limited, an English company. http://www.davispolk.com/news/detail.aspx?news=1897 News 76090039-ef1b-43fc-94e3-07767cf5d413 Wed, 31 Oct 2012 00:00:00 GMT Davis Polk is advising Bertelsmann SE & Co. KGaA in connection with the combination with Pearson plc of their trade-book publishing companies, Random House and Penguin Group, respectively. http://www.davispolk.com/news/detail.aspx?news=1894 News 3005f476-bb4b-443b-b334-44b3c0f18efe Mon, 29 Oct 2012 00:00:00 GMT On Thursday 25 October 2012, the Hong Kong Stock Exchange (the “Exchange”) issued two new Guidance Letters on pre-IPO investments. Consolidating and restating the Exchange’s latest policies in this area, these letters will hopefully clarify many of the uncertainties associated with the vibrant market in pre-IPO investments, very often a key component in Hong Kong listings as well as private equity investment practice. The Guidance Letters are GL43-12 (Guidance on Pre-IPO Investments) and GL44-12 (Guidance on Pre-IPO Investments in Convertible Instruments). The references to “Rule” in this briefing are of the Listing Rules of the Main Board, although the same treatment will be given by the Exchange to pre-IPO investments to be listed on the Main Board as well as the GEM Board. /files/Publication/29b29276-84c0-4b02-93fc-023be3e130ab/Presentation/PublicationAttachment/17fda0aa-2e17-41c5-b9ba-037a6d76a991/103012_HK_Stock.pdf Publication 29b29276-84c0-4b02-93fc-023be3e130ab Mon, 29 Oct 2012 00:00:00 GMT On Tuesday, October 16, Institutional Shareholder Services (ISS) proposed updates to its proxy voting guidelines for the 2013 proxy season.  ISS’s proposed policy would: Recommend voting against boards of directors who do not act on shareholder proposals that were approved by the vote of a majority of shares cast in the prior year; Revise ISS’s say-on-pay criteria by refining the peer group selection methodology, incorporating “realizable pay” analysis into the qualitative evaluation of pay-for-performance and designating pledging shares as a problematic pay practice; Extend the analysis of golden parachute arrangements to existing and legacy arrangements rather than just new or renewed arrangements; and Provide for a case-by-case assessment of shareholder proposals to link executive compensation to environmental and social “sustainability metrics.” The proposed updates are open to public comment until October 31, and the final policies are expected to be released in November. While these new policies have not yet been finalized and are subject to revision, it’s not too early for public companies to consider how these changes could affect their ISS profile in the upcoming proxy season. /files/Publication/55cb880a-a11c-4729-8e15-157f8c72c203/Presentation/PublicationAttachment/d6fc86ec-3aab-4e22-bab8-164805f18bb5/101812_ISS_Proposes.pdf Publication 55cb880a-a11c-4729-8e15-157f8c72c203 Thu, 18 Oct 2012 00:00:00 GMT The SEC recently issued Staff Legal Bulletin No. 14G providing additional guidance on shareholder proposals submitted to companies pursuant to Rule 14a-8. The guidance is in response to several issues that came up during the 2012 proxy season. /files/Publication/78396b29-a324-4f3a-a4e9-0f1957883583/Presentation/PublicationAttachment/f049c824-e818-465c-aaf4-1200963b07c7/10.18.12_Legal_Bulletin.html Publication 78396b29-a324-4f3a-a4e9-0f1957883583 Thu, 18 Oct 2012 00:00:00 GMT Davis Polk is advising Murphy Oil Corporation in connection with the spinoff to its stockholders of Murphy Oil USA, Inc., its U.S. downstream subsidiary, into an independent and separately traded company. http://www.davispolk.com/news/detail.aspx?news=1881 News 72257f07-2e77-49e1-bdb3-c02102923aa1 Wed, 17 Oct 2012 00:00:00 GMT Davis Polk is advising DF Energy Acquisition LLC, as part of a consortium of investors, in connection with the acquisition of Louis Dreyfus Highbridge Energy, LLC (LDH Energy) from Louis Dreyfus Commodities BV and Highbridge Capital Management LLC. http://www.davispolk.com/news/detail.aspx?news=1869 News 24a3b1b2-6714-406e-a718-becb51acb26c Thu, 04 Oct 2012 00:00:00 GMT Davis Polk is advising Mitsubishi UFJ Lease & Finance Company Limited (MUL) in connection with its approximately ¥100 billion ($1.3 billion) acquisition of all of the equity of JSA International Holdings, L.P. (d/b/a Jackson Square Aviation) from a group of funds affiliated with Oaktree Capital Management, L.P. and certain management sellers. http://www.davispolk.com/news/detail.aspx?news=1868 News 6a10d771-4c4f-4157-9db6-bd9ee73189be Thu, 04 Oct 2012 00:00:00 GMT After having received the clearance from the French Competition Authority on July 23, 2012, and the approval from the French Broadcasting Authority on September 18, 2012, Groupe Canal+ closed the acquisition of the French free-TV channels Direct 8 and Direct Star from Bolloré Média on September 27, 2012. http://www.davispolk.com/news/detail.aspx?news=1865 News 9aa99b62-3005-4795-8099-a679c655fcd8 Wed, 03 Oct 2012 00:00:00 GMT On September 25, 2012, both the NYSE and Nasdaq proposed listing standards to implement the SEC's requirements regarding the independence of compensation committees and their advisers. The proposed rules generally follow the SEC's requirements, with the exception of a few differences, the most significant being that the Nasdaq proposal includes a bright-line prohibition against the receipt by a compensation committee member of any compensatory fees. It remains to be seen whether the final rules as approved by the SEC will more closely align the proposals. The NYSE proposal has an effective date of July 1, 2013, with a transition period for compliance with compensation committee member independence requirements until 2014. The Nasdaq proposal will become effective on the date the proposal is adopted, with a transition period for requirements relating to compensation committee membership and charter until 2014. Both proposals will be published by the SEC, and comments are due on or before the date that is 21 days from publication in the Federal Register. /files/Publication/a150a196-fbbb-4159-95de-250397c187d3/Presentation/PublicationAttachment/4d66ae11-5c33-48ff-9b85-988aad41dae4/10.02.12_NYSE_and_Nasdaq.pdf Publication a150a196-fbbb-4159-95de-250397c187d3 Tue, 02 Oct 2012 00:00:00 GMT Davis Polk advised Indeed, Inc. in connection with its acquisition by Recruit Co., Ltd. http://www.davispolk.com/news/detail.aspx?news=1861 News 7a2b6af7-3958-4d70-b96b-751005f3c484 Mon, 01 Oct 2012 00:00:00 GMT