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Video delivers with Endicia acquisition

El Segundo, Calif.-based is delivering its largest deal since 2000, agreeing to buy the Endicia business from Newell Rubbermaid for $215 million in cash. Video

David Marcus and Ross Fieldston discuss activist strategies

Ross Fieldston, a partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP in New York, says that shareholder activists are no longer just targeting under performing companies but rather a range of targets. Video

David Marcus and Eric Goodison discuss the PE financing market

Eric Goodison, a partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP in New York, says there has been a slowdown in the leveraged lending market. There has been less issuance on any given deal because multiples have been under pressure, he says. Video

David Marcus and Ropes's Jay Kim discuss the financing markets

Jay Kim, a financing partner at Ropes & Gray LLP in New York, says that leveraged lending limits have put pressure on private equity buyers, especially in the second lien market. Video

David Marcus and Chris Austin discuss the Family Dollar deal

Antitrust issues played a key role in the battle for Family Dollar Stores Inc., said Chris Austin, a partner at Cleary Gottlieb Steen & Hamilton LLP, which represented the company. Dollar Tree Inc. agreed to buy Family Dollar and understood that it would have to divest some stores to win antitrust approval for the deal. Video

David Marcus and Robert Rachofsky discuss managing bust deal risk

Robert Rachofsky, a partner at WIllkie Farr & Gallagher LLP in New York, noted that there were a large number of busted deals last year; one of every six deals announced last year didn't close. Several inversion transactions were among last year's failed deals. Video

David Marcus and Kevin Miller discuss the Occam case in Delaware

Kevin Miller, a partner at Alston & Bird LLP, says that an obscure Delaware case raises the possibility of lawyer liability and a change in the dynamics of shareholder litigation. Chen v. Howard-Anderson arose from the $171 million sale of Occam Networks Inc. to Calix Inc. in 2011. Occam shareholders sued to challenge the deal, and Delaware Vice Chancellor J. Travis Laster last year declined to dismiss fiduciary duty claims against Occam's CEO and CFO as well as disclosure claims against the company. Video

David Marcus and Mark Morton discuss fee-shifting bylaws

Fee-shifting bylaws have become a controversial topic since a 2014 Delaware Supreme Court decision held that they are legal. In March, the Corporation Law Council of the Delaware State Bar Association proposed an amendment to the state's corporate law code that would outlaw fee-shifting bylaws or charter provisions, which impose liability for a company's legal fees on stockholders who bring unsuccessful actions against the company. Mark Morton, a partner at Potter Anderson & Corroon LLP in Wilmington, noted that SEC chair Mary Jo White is skeptical of fee-shifting bylaws, which may give a boost to the proposed Delaware legislation, but added that such bylaws are "the tip of the iceberg," since companies may seek to alter the basic relationships between stockholder and the corporation with other kinds of provisions as well. Video

David Marcus and Bill Lafferty discuss the C&J Energy case

Last year, C&J Energy Services Inc. agreed to combine with a unit of Nabors Industries Ltd. in an inversion transaction that left Nabors shareholders with a slight majority of the combined entity though C&J effectively controlled it. C&J shareholders sued to challenge, and the Delaware Court of Chancery enjoined the deal. The companies appealed won a reversal in the state's Supreme Court. Bill Lafferty, a partner at Morris, Nichols, Arsht & Tunnell LLP in Wilmington who advised Nabors, says that the key lesson of Chief Justice Leo E. Strine Jr.'s opinion is that the Delaware courts will defer to a single-bidder auction process and allow an independent board to rely on a post-signing market check. Video

David Marcus and Rob Kindler discuss the outlook for M&A in 2015

Rob Kindler, the global head of M&A and vice chairman at Morgan Stanley, says that the M&A market remains strong, continuing trends from last year. Video

David Marcus and Joel Friedlander discuss the Activision case

Joel Friedlander, a partner at Wilmington law Friedlander & Gorris LLP, in March struck a $275 million settlement of shareholder litigation against Activision Blizzard Inc. - potentially the largest settlement in the history of the Delaware Court of Chancery. Video

David Marcus and Keith Pagnani discuss healthcare and pharma M&A

Keith Pagnani, a partner and the co-head of healthcare and life sciences group at Sullivan & Cromwell LLP in New York, says healthcare has comprised at least 15% of the overall M&A market in the last three years. Stock prices and CEO and board confidence are high in board rooms, and the stock market is rewarding buyers for doing deals. Video

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