Titans clash in takeover battle in Pa.; judge approves first use of toughest anti-takeover law

Article Abstract:

A federal suit on the fate of the railway industry's Conrail Inc questions Pennsylvania's anti-takeover law, the strictest in the country, and has the two well-known law firms of Skadden, Arps, Slate, Meagher and Flom and Wachtell, Lipton, Rosen and Katz on opposing sides. The law allows corporate boards to consider constitutuencies besides the shareholders in reaching its decisions. It also affords great leeway to directors relying on a poison pill. The trial court approved of the viewpoint of the law and it remains to be seen whether the 3rd Circuit will agree.

Cases, Acquisitions and mergers, CRR, Conrail Inc., Wachtell, Lipton, Rosen & Katz

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Lawyers pull off big bailout; all-nighters at Skadden as scores race clock to close hedge-fund deal

Article Abstract:

The $3.6 bil bailout of the hedge fund Long-Term Capital Management required help from some of the largest US banks and investment companies and was put together by the New York legal community, with Skadden, Arps, Slate, Meagher and Flom negotiating for the consortium of financial institutions. The role went to Skadden largely because of its familiarity with the hedge fund. It advised Merill Lynch, which acted as placement agent for Long-Term Capital, when it was formed in 1994.

Finance, Hedge funds, Long-Term Capital Management L.P.

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Getting a $70B telephone call; Skadden's Kenneth J. Bialkin became midwife to the biggest deal ever

Article Abstract:

Sanford Weill, Travelers Inc chmn, sought the legal advice of attorney and friend Sanford Weill when deciding whether his company, prominent in the insurance and securities industries, should merge with Citicorp, owner of the second-largest US bank. The deal created a new bank holding company, Citigroup Inc. Under the Bank Holding Company Act of 1956 a holding company can acquire a bank and keep "impermissible businesses" for as much as two years.

Practice, Travelers Inc., TRV, Bialkin, Kenneth J., Weill, Sanford

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