Huron Consulting Group has agreed to sell its legal business, the firm’s second-largest unit, for more than $112 million, to a Washington, D.C.-based e-discovery and document review firm, reports Crain’s Chicago Business.

Consilio will buy the Huron group before the end of the month for $112 million in cash, plus a $3 million to $6 million post-closing payment contingent on the firm’s 2015 financial results, Huron executives told analysts in a conference call late Wednesday. Huron plans to use the cash to increase the firm’s share repurchase program to $125 million, which includes the outstanding $36.5 million in the current repurchasing scheme, now extended through Oct. 31.

“The legal business advised company law departments and their outside counsel on cost and risk reduction and operational efficiency, offering contract and records management, document review and discovery services,” the report says.

Read the article.

Dow Chemical and DuPont, two of America’s biggest chemical companies, will merge and then split again into three companies, the companies said Friday.

The Washington Post reported the merger will result in an entity worth $130 billion.

“The resulting company, DowDuPont, will be split after 18 to 24 months via tax-free spin-offs into three independent, public companies focused on agriculture, including seeds and pesticides; materials, including coatings, plastics and industrial chemicals; and specialty products, including chemicals key to the electronics, biosciences and health industries,” The Post reports.

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Yahoo officially announced on Wednesday morning that it has suspended its prior plan to spin off its large stake in Chinese ecommerce giant Alibaba due to “tax risk,” reports Brian Solomon of Forbes.

His report says the company will explore a spin off of Yahoo assets and liabilities other than the Alibaba stake, which would then trade as two separate stocks.

The original plan’s demise was hastened by activist investor Starboard Value, which urged Yahoo to sell its core business – which includes popular sites Yahoo News, Yahoo Mail, and social network Tumblr, according to the Forbes report.

Read the report.

Fisher Broyles LLP has posted a paper outlining the sources of liability for directors of private companies, such as breach of fiduciary duty, unpaid wages and payroll taxes, indemnity agreements, credit support and more.

“While the risk is greater in the public company context, private company directors can face substantial personal liability.” the paper says. “Potential claimants, include shareholders, creditors, unpaid employees and the government.”

Read the paper.

The National Association of Corporate Directors has made available a complimentary article titled “In Practice: How to Think Like an Activist Investor,” a feature in the organization’s NACD Directorship magazine.

“Too often, boards realize too late that the battle for their company has already begun—and they are ill-prepared and outflanked,” NACD says.

This article in the latest issue of NACD Directorship magazine provides directors with recommendations that can help boards to enhance their readiness, protect their reputation, and better represent the interests of their shareholders.

NACD Directorship magazine is an exclusive benefit of NACD membership, but this article is being made available to the public to sample the valuable insights NACD provides to its members.

Download the article.

Nord Anglia Education, Inc., the world’s leading operator of premium schools, has announced in a press release dated June 25, 2015, that it completed its acquisition of six schools from Meritas, LLC and certain affiliates for net cash consideration of US$534 million plus US$25 million of deferred consideration, as detailed in the company-issued press release below. The schools are located in North America, Europe and China.

Latham & Watkins advised Nord Anglia Education in the acquisition and its concurrent equity offering, CHF denominated notes offering and amendment and restatement of its senior secured credit facilities, which the company used to finance the acquisition.

Bryant Edwards, Chair of Latham & Watkins’ Asia practice, said, “We are delighted to continue our long-standing relationship with Nord Anglia Education in this landmark series of transactions.”

“The simultaneous execution of a major acquisition, equity offering, high yield notes offering and bank financing, all involving complex cross-border issues, demonstrates Latham & Watkins’ unique global platform and broad expertise across our practice groups,” added Edwards.

Latham & Watkins advised Nord Anglia Education in these transactions with a M&A team led by Chicago partner Brad Faris and associate Jonathan Solomon with associates Alan Bakhos and Laura Janowitsch; a capital markets team led by New York partner Marc Jaffe, Hong Kong partner Eugene Lee and associate Dominik Sklenar; and a finance team led by New York partner David Teh, with associates Nicole Fanjuland Colin O’Regan in New York and Shahid Jamil and Tanim Rahman in London.

Lawyers from Latham & Watkins’ London, Hong Kong, Singapore, Dubai and Madrid offices advised on local law matters related to the notes offering and credit facilities amendment.

Gardere Wynne Sewell LLP announces that attorney and Texas State Rep. Jason Villalba has joined the firm as a corporate partner in the Dallas office.

Villalba, who joins Gardere from Haynes and Boone LLP, brings more than a decade of experience representing clients in a wide array of corporate transactions, including mergers, acquisitions and divestitures of public, private and middle-market companies; venture capital and private equity financing transactions; and transactions involving emerging growth and technology companies, the firm said in a release. In addition, Villalba has experience representing clients in public and private securities offerings under the Securities Act of 1933, as well as public company corporate compliance under the Securities Exchange Act of 1934.

“An important part of Villalba’s practice includes his work with the Texas Legislature. He currently serves as the state representative for House District 114, where he focuses on key issues facing all Texans – education, water, transportation and public safety,” the release says. “Since taking office in 2013, Mr. Villalba has been committed to working with colleagues on both sides of the aisle to find consensus and pass legislation that benefits Texans and positively affects the future of the state. As a result, in his first session as a legislator, seven of the 10 bills he proposed were signed into law, and in his second session, he passed an additional 10 bills – with none vetoed by the governor.”

“Through Jason’s service in the Texas Legislature, he has developed a unique understanding of the business and regulatory needs facing our clients,” said Gardere Chair Holland N. O’Neil. “He is well-known in our market and very well-respected. We are excited to welcome him to the Firm.”

Last year, the Republican State Leadership Committee named Villalba to serve as an executive committee member of the Future Majority Caucus, an initiative to create a long-term, sustained commitment of significant contributions of time and resources to support and elect minorities to state offices. He is the immediate past vice-chair of the Dallas County Republican Party, a member of the board of directors of Dallas Mayor Mike Rawlings’ Grow South Fund, and a member of the development committee of the Dallas Zoo.

A fourth-generation Texan, Villalba credits his parents for teaching him the value of hard work, integrity, academic achievement and personal responsibility. The first in his family to graduate from college, Villalba worked his way through Baylor University where he studied economics and finance. He went on to earn his law degree at the University of Texas School of Law.

“I am excited about the opportunity to work with the team at Gardere,” said Mr. Villalba. “The Firm’s commitment to providing world-class legal services is matched only by the exceptional quality of the lawyers who call Gardere home. It is both an honor and a privilege for me to be able to continue my legal career with such a capable and well-respected group of counselors.”

Villalba joins Gardere‘s corporate practice, which focuses on sophisticated transactions across a wide variety of industries throughout the United States, Mexico and beyond. The team is known for its work with entrepreneurs and among middle-market companies, both public and private, particularly within the technology and energy sectors.

Gardere Wynne Sewell LLP, an Am Law 200 firm founded in 1909 and one of the Southwest’s largest full-service law firms, has offices in Austin, Dallas, Houston and Mexico City. Gardere provides legal services to private and public companies and individuals in the areas of corporate, energy, environmental, financial restructuring and reorganization, financial services, government affairs, hospitality, insurance, intellectual property, international, labor and employment, litigation, private equity, real estate and tax.

An article by Stephen M. Proctor of Masuda Funai illustrates the balance courts strike between the policy that disfavors perpetual contracts versus the policy that allows parties freedom of contract. Courts will strike down perpetual contracts but will allow parties to restrict their ability to terminate an agreement.

The article discusses the case of Burford v. Accounting Practice Sales, Inc. and Gary Holmes, which was decided recently in the 7th U.S. Circuit Court of Appeals.

The ruling shows that a party to a contract can limit its ability to terminate a contract except on specified conditions or specified causes, the article says.

Read the article.

The National Association of Corporate Directors (NACD) has prepared a complimentary report that offers insight into the five key principles that will help directors enhance their oversight of cybersecurity.

Developed in collaboration with AIG and the Internet Security Alliance, “Cyber-Risk Oversight” clearly explains a wide range of board-level considerations, including:

• Disclosure issues
• Access to expertise
• Risk appetite calibration

The National Association of Corporate Directors (NACD) delivers insights and resources that more than 16,000 corporate director members rely on to make sound strategic decisions and confront complex business challenges with confidence.

Download the report.

Extra Space Storage Inc., a leading owner and operator of self-storage properties, has entered into a definitive agreement to acquire SmartStop Self Storage, Inc., a public non-traded real estate investment trust (REIT), as detailed in the company press release below. SmartStop stockholders will receive $13.75 per share in cash which represents a total purchase price of $1.4 billion. Extra Space management expects the acquisition to close in the latter half of 2015.

Extra Space has also announced the pricing of an underwritten public offering of 5,500,000 shares of its common stock at a price to the public of $68.15 per share, as detailed in the below company press release.  The gross proceeds from this offering are expected to be approximately $374.8 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by Extra Space. The offering is expected to close on or about June 22, 2015.

Latham & Watkins LLP advised Extra Space in the acquisition and offering with a corporate team led from the firm’s San Diego office by partner Craig Garner and associates Anthony Gostanian, Kevin Reyes and Jeffrey Woodley. Advice was also provided on tax matters by partners Michael Brody and Ana O’Brien, with associate Eric Cho in Los Angeles; on employee benefits matters by counsel Holly Bauer in San Diego; on real estate matters by partner David Meckler in Orange County; and on environmental matters by partner Christopher Norton in Orange County. For more information on the Extra Space acquisition and offering, please contact Craig Garner at +1.858.523.5407.

Extra Space Storage also announced the pricing of an underwritten public offering of 5,500,000 shares of its common stock at a price to the public of $68.15 per share.  The gross proceeds from this offering are expected to be approximately $374.8 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by Extra Space.  Wells Fargo Securities, BofA Merrill Lynch and Citigroup are acting as the joint book-running managers for the offering.  Extra Space has granted the underwriters a 30-day option to purchase up to an additional 825,000 shares.  The offering is expected to close on or about June 22, 2015.

Extra Space intends to use the net proceeds of this offering to partially fund its recently announced acquisition of SmartStop Self Storage, Inc. (“SmartStop”). Upon completion of the acquisition, Extra Space will own 121 SmartStop stores and will assume the property management of 43 third-party managed stores. The aggregate purchase price of the acquisition is $1.4 billion, consisting of $1.29 billion to be paid by Extra Space and $120 million to come from the sale of certain assets by SmartStop at or prior to the closing.

The pending acquisition is subject to the approval of SmartStop’s stockholders and the satisfaction of other customary closing conditions. Extra Space expects to close the acquisition in the latter half of 2015; however, there can be no assurances that these conditions will be satisfied or that the acquisition will close on the terms described, or at all.
The shares will be issued pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission.  This release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale is not permitted. The offering will be made only by means of a prospectus supplement and accompanying prospectus, copies of which, when available, may be obtained from Wells Fargo Securities, LLC,  375 Park Avenue, New York, NY 10152, Attn: Equity Syndicate Department, or by telephone at 800-326-5897 or email at cmclientsupport@wellsfargo.com, or from BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department or via email at dg.prospectus_requests@baml.com, or from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attn: Prospectus Department, or by telephone at 800-831-9146.  A prospectus supplement related to the offering will also be available free of charge on the SEC’s website at http://www.sec.gov.

About Extra Space Storage Inc.:

Extra Space Storage Inc., headquartered in Salt Lake City, is a fully integrated, self-administered and self-managed real estate investment trust. As of March 31, 2015, Extra Space owned and/or operated 1,106 self-storage properties in 35 states, Washington, D.C. and Puerto Rico. Extra Space’s properties comprise approximately 740,000 units and approximately 81.8 million square feet of rentable space. Extra Space offers customers a wide selection of conveniently located and secure storage units across the country, including boat storage, RV storage and business storage. Extra Space is the second largest owner and/or operator of self-storage properties in the United States.