With litigation, it seems that the winners are usually the attorneys. Perhaps this is one of the key reasons that Dow Chemical (NYSE: DOW) and Rohm and Haas Co (NYSE: ROH) agreed to come back to the table and find a way to strike a merger. If not, both parties were on a destructive path to an unpredictable trial.

Interestingly enough, the new terms of the deal reinstate the $78 purchase price, but, of course, there are some wrinkles. The Haas Family Trust and Paulson & Co. will get as much as $3 billion preferred stock in Dow. This will be a much-needed infusion of capital.

Back in July, Dow Chemical Co. (NYSE: DOW) agreed to pay $15.4 billion for Rohm & Haas Co. (NYSE: ROH), a top specialty chemicals operator. At the time, it looked like a sign that confidence was coming back into the system.

But, of course, the smart money was proved wrong – once again -- as the deal fell apart. So, this week Rohm & Haas has filed a suit against Dow to force the deal to happen. You see, the deal was supposed to close Monday.

The legal action rattled investors: On Monday, Dow's stock fell 7.61% to $13.24 and Rohm & Haas' stock was down 13.25% to $57.10.

At just over $13, Dow Chemical (NYSE:DOW) is already trading near its 52-week low. The shares may go lower. Rohm & Haas (NYSE:ROH), which is being bought by Dow, is suing to get the deal finished.

According to Dow Jones, "Dow confirmed that it doesn't intend to close the merger by a Tuesday deadline, with Chief Executive Andrew Liveris calling the deal 'untenable at this time' in a prepared statement. "

Dow is in a pinch. A joint venture with Kuwait, which should have brought in billions of dollars, was canceled. And, banks are not likely to lend money for most M&A deals. Private equity firms have shut off almost all of their investment activity.

I recently put together a report of stocks to avoid in 2009. In compiling the list, I used general themes that I thought would struggle during the coming year. At the top of the list were chemical companies.

Though not on the list of specific stocks to avoid, I certainly did consider calling out Dow Chemical (NYSE: DOW) as a stock to avoid in the coming year. That would have been insightful, as shares of DOW lost nearly 20% of their value due to the termination of a joint venture project in Kuwait

The proposed K-Dow Petrochemicals was formed to help Dow reduce exposure to the highly cyclical petrochemical plastics business. More importantly, the $17.4 billion venture was slated to provide Dow some much needed cash, including $7 billion up front.

That cash was going to be needed in Dow's yet-to-be-closed acquisition of Rohm and Haas Company (NYSE: ROH). That deal is currently valued at just over $15 billion and would have been much easier to swallow with the K-Dow deal intact.

Now, legitimate questions are being raised as to whether the Rohm and Haas deal will close. Dow is claiming, and had previously claimed, that it did not need the Kuwait deal to fund the acquisition.

Rohm and Haas (NYSE-ROH) is recently trading at $48.66 in pre-open trading, below its close of $63.56. ROH, the acquisition target of Dow Chemical (NYSE-DOW), lost access to $9 billion of Kuwait financing. January option implied volatility of 146 is above its 26-week average of 29, according to Track Data, suggesting larger price movement.

DOW is recently trading at $18.00 in pre-open trading, below its close of $18.92. Smith Barney says, "DOW should be looking to protect its shareholders by cutting the ROH deal at a lower price or walking away from the deal by paying a break up fee." DOW January option implied volatility of 59 is above its 26-week average of 49, according to Track Data, suggesting larger price movement.

Volatility Index S&P 500 Options-VIX at 43.38; 10-day moving average is 48.26.

Option Update is provided by Stock Specialist Paul Foster of theflyonthewall.com

On the economic front, May trade balance is due out at 8:30 a.m. EDT. At the same time, import and export prices in June will be released.
The University of Michigan also is due to release at 10:00 a.m. a preliminary reading on consumer sentiment in July.

Rolm and Hass (NYSE:ROH) is up 70% on a buy-out bid from Dow Chemical (NYSE:DOW)

Ruby Tuesday (NYSE:RT) is trading higher by almost 20% on news that its earnings were better than expected.

Huntsman (NYSE:HUN) is up over 15% on news that a Delaware court will expedite hearing a case over a broken buy-out of the company.

Dow Chemical is down 8% on news of its planned buy-out of ROH.

Zumiez (NASDAQ:ZUMZ) is off about 8% on weak same-store sales.

Stocks may trade differently in the pre-market than in the regulare session.

Douglas A. McIntyre is an editor at 247wallst.com.

Dow Chemical (NYSE: DOW) announced it will acquire Rohm and Haas (NYSE: ROH) for $78 per share.

DOW July option implied volatility is at 34; August at 41; above its 26-week of 30 according to Track Data, suggesting larger price movement.

ROH July and August option implied volatility of 38 was above its 26-week of 30 according to Track Data, suggesting larger price movement.

Option Update is provided by Stock Specialist Paul Foster of theflyonthewall.com

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