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Mergers & Acquisitions
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March 04, 2024
Catching Up With Delaware's Chancery Court
A Swedish music producer's takeover, a proposed award payable in Tesla shares, Truth Social stock squabbles, and an unusually blunt slap-down from the bench added up to an especially colorful week in Delaware's famous court of equity. On top of that came new cases about alleged power struggles, board entrenchment, consumer schemes and merger disputes.
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March 04, 2024
Sullivan & Cromwell-Led United Rentals Paying $1.1B For Yak
Sullivan & Cromwell LLP is representing equipment rental giant United Rentals in a new agreement to buy the Yak roadway matting business from Morgan Lewis-guided Platinum Equity for $1.1 billion, United said in a statement Monday.
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March 04, 2024
Simpson Thacher Adds Paul Hastings M&A Deal-Maker In LA
Simpson Thacher is expanding its corporate team, announcing Monday it is bringing in a Paul Hastings mergers and acquisitions expert as a partner in its Los Angeles office.
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March 04, 2024
Another Cravath Departure As White & Case Gains M&A Pro
White & Case LLP announced Monday that it has hired a Cravath Swaine & Moore LLP corporate partner to expand its global mergers and acquisitions practice in New York.
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March 04, 2024
Real Estate Group Of The Year: Weil
Real estate attorneys at Weil played key roles in Micron Technology's development of a $100 billion semiconductor factory, Kroger's proposed $24.6 billion merger with fellow supermarket giant Albertsons and Brookfield's $8 billion sale of Westinghouse Electric Co., earning their practice a spot among Law360's 2023 Real Estate Groups of the Year.
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March 04, 2024
Vista Outdoor Rejects $2B Takeover Bid From MNC Capital
Vista Outdoor Inc. has rejected a $2 billion takeover bid from MNC Capital Partners LP, saying the proposal does not take into account increased earnings the company will see when it separates its outdoor and sporting goods divisions.
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March 04, 2024
Alter Domus Valued At $5.3B Following Cinven Backing
End-to-end technology-enabled fund administration company Alter Domus, advised by DLA Piper and Clifford Chance LLP, on Monday announced that it has secured a strategic investment from Freshfields Bruckhaus Deringer LLP-advised European private equity shop Cinven that values the business at an enterprise value of €4.9 billion ($5.3 billion).
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March 04, 2024
JetBlue And Spirit Nix $3.8B Deal After Court Block
JetBlue Airways said Monday that it has reached an agreement with Spirit Airlines to end their planned $3.8 billion merger, after the U.S. Department of Justice convinced a Massachusetts federal court to block the deal earlier this year.
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March 01, 2024
McDermott Investors' Cert. Bid Should Be Denied, Judge Says
Investors in energy industry engineering company McDermott International Inc. shouldn't be granted class certification in their suit over the company's $6 billion all-stock acquisition of Chicago Bridge & Iron Co., a federal magistrate judge has determined.
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March 01, 2024
Avalara Beats Investors' $8.4B PE Buyout Challenge For Good
A Washington federal judge refused Friday to give another chance to a proposed shareholder class action alleging Avalara lied to win investors' support for an $8.4 billion private equity buyout, in an order finding the lead plaintiff failed again to show the tax software company made false statements.
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March 01, 2024
Colo. Judge Says Atty Depo Is Just 'Nature Of The Beast'
The lawyer who helped a startup founder negotiate an acquisition deal with another company must sit for a deposition in the founder's suit alleging he was taken advantage of, a Colorado federal judge ruled, saying it was the "nature of the beast" for deals lawyers to sometimes get pulled into litigation.
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March 01, 2024
MNC Capital Enters Vista Outdoor Takeover Fray With $2B Bid
MNC Capital Partners LP has submitted a proposal to acquire Vista Outdoor Inc. for $2 billion, despite Vista entering a merger agreement last year to be acquired by a different company, according to Friday statements.
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March 01, 2024
MediaMath Floats Ch. 11 Dismissal After $22M Sale Of Assets
Bankrupt adtech company MediaMath Holdings Inc. asked a Delaware bankruptcy judge to end its Chapter 11 case and allow it to dissolve, because it's sold off basically all it had for $22 million and there's nothing left to reorganize.
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March 01, 2024
Network Co. Directors Sue In Chancery To Stop Power Grab
A power struggle at network connectivity services provider PacketFabric Inc. hit Delaware's Court of Chancery on Thursday, with an investor and two directors suing for a court declaration that they are still members of the board.
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March 01, 2024
FTC Attacks Constitutional Defenses In Hospital Merger Fight
The Federal Trade Commission has urged a federal court to trim Novant Health's defenses in the agency's challenge of a $320 million plan to buy two North Carolina hospitals, citing case law holding that constitutional arguments are immaterial to the court's consideration of an antitrust injunction bid.
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March 01, 2024
Off The Bench: NCAA Loses On NIL, DC Wins With Stadium
In this week's Off The Bench, a judge unlocked the door to name, image and likeness money for college athletes, Shaquille O'Neal's Hollywood debut still rings true three decades later, and D.C. clears an early legislative hurdle in its bid to bring back its namesake NFL team. If you were on the sidelines over the past week, Law360 is here to clue you in on the biggest sports and betting stories that had our readers talking.
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March 01, 2024
Thoma Bravo Ups Everbridge Deal Size By $300M, To $1.8B
Cooley LLP-advised software company Everbridge said Friday that Kirkland & Ellis LLP-led Thoma Bravo has agreed to up its proposed acquisition of Everbridge to $35 per share from $28.60, boosting Everbridge's implied value on the transaction from $1.5 billion to $1.8 billion and sending its stock soaring an additional 25%.
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March 01, 2024
Real Estate Group Of The Year: Simpson Thacher
Thanks to its role advising on multiple deals north of the $10 billion mark, Simpson Thacher & Bartlett LLP has earned a spot as one of Law360's 2023 Real Estate Groups of the Year.
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March 01, 2024
Hogan Lovells, Choate Guide Pro Pickleball Merger To Close
Hogan Lovells and Choate Hall & Stewart LLP are the law firms that represented MLP by Margaritaville and Carvana PPA Tour, respectively, in their newly closed, $75 million-backed pro pickleball merger, Law360 learned Friday.
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March 01, 2024
SPAC New Energy One To Wind Up Amid UK Deal Drought
Blank-check company New Energy One said Friday it has decided to dissolve itself as it could not acquire a target business since it listed on the London Stock Exchange in March 2022, because of "challenging U.K. public equity market conditions."
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March 01, 2024
Taxation With Representation: Pillsbury, Cleary Gottlieb
In this week's Taxation with Representation, First Advantage Corp. acquires Sterling Check Corp., International Game Technology spins off two subsidiaries, Disney merges its media operations in India with Reliance Industries, and Atlas Energy Solutions purchases Hi-Crush.
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March 01, 2024
Reed Smith, DLA Piper Guide ITV On £255M Sale To BBC
British broadcaster ITV said Friday that it has sold its entire 50% stake in an overseas streaming service, BritBox International, to its joint venture partner BBC Studios for £255 million ($322 million) as it aims to concentrate on its U.K. operations and reward shareholders.
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February 29, 2024
Chancery Preserves Class Suit Over Microsoft-Activision Deal
An Activision Blizzard shareholder that sued in Delaware's Court of Chancery over the company's $68.7 billion sale to Microsoft Corp. got the nod Thursday to move forward with the proposed class action that alleges the merger process may have violated Delaware law.
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February 29, 2024
Lordstown To Pay $25M In SEC Probe Of Overhyped EVs
Bankrupt automaker Lordstown Motors Corp. has agreed to return $25.5 million to shareholders who were allegedly drawn in by false assurances that the company had secured tens of thousands of pre-orders for electric trucks that it didn't even have the parts to build, the U.S. Securities and Exchange Commission announced Thursday.
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February 29, 2024
Stolen Funds Render FTX Clawback Moot, Embed Parties Say
Parties associated with stock trading platform Embed Financial Technologies told a Delaware bankruptcy judge Thursday that defunct cryptocurrency exchange FTX Trading Ltd. can't claw back $240 million from a prepetition acquisition because the funds used to buy Embed were stolen from FTX customers.
Expert Analysis
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PGA, LIV Tie-Up Might Foreshadow Future Of Women's Soccer
The pending merger between PGA Tour and LIV Golf is entirely consistent with the history of American professional sports leagues that faced upstart competitors, and is a warning about the forthcoming competition between the National Women's Soccer League and the USL Super League, says Christopher Deubert at Constangy Brooks.
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How Attys Can Avoid Exposing Their Firms To Cyberattacks
Attorneys are the weakest link in their firms' cyberdefenses because hackers often exploit the gap between individuals’ work and personal cybersecurity habits, but there are some steps lawyers can take to reduce the risks they create for their employers, say Mark Hurley and Carmine Cicalese at Digital Privacy & Protection.
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4th Circ. Ruling Continues Trend Of Insurer Bump-Up Wins
The Fourth Circuit's recent decision in Towers Watson v. National Union Fire Insurance, finding no directors and officers insurance coverage for underpayment in a reverse triangular merger, supports an emerging consensus that "acquisition" encompasses a variety of transaction types for the purposes of D&O bump-up exclusions, say Joshua Polster and Charlotte McCary at Simpson Thacher.
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Foreign Investment In Real Estate Is Getting More Complicated
Increasing federal scrutiny and a proliferation of new state laws targeting foreign investment in real estate may complicate or prevent transactions even by U.S. companies or funds that have shareholders or limited partners from China and other countries of concern, say attorneys at Akin.
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Virginia 'Rocket Docket' Slowdown Is Likely A Blip
After being the fastest or second-fastest federal civil trial court for 14 straight years, the Eastern District of Virginia has slid to 18th place, but the rocket docket’s statistical tumble doesn't mean the district no longer maintains a speedy civil docket, says Robert Tata at Hunton.
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Chancery Reaffirms Very High Bar For Board Liability On Deal
The Delaware Court of Chancery's recent decision in a Block shareholder's suit over the purchase of Tidal serves as a reminder that an independent and disinterested board will not have liability unless it did not act in good faith — even when the court strongly criticizes flawed processes and the business decision, say attorneys at Fried Frank.
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Broadcast Deal Parties, Beware In-House FCC Hearings
Potential buyers and sellers in the telecom space should take note of the recent collapse of Standard General's attempted takeover of Tegna, which could not find its way out of a procedural maze created by the Federal Communications Commission's administrative law judge review, says Dennis Corbett at Telecommunications Law Professionals.
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FTC's Amgen-Horizon Protest Raises Conglomerate Concerns
The Federal Trade Commission's challenge to Amgen Inc.'s proposed $28 billion acquisition of Horizon Therapeutics is the agency's first move in four decades based on a conglomerate theory of competitive harm, and might pose new antitrust risks for transactions beyond the pharmaceutical sector, say attorneys at WilmerHale.
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How Employers Can Prepare For Minn. Noncompete Ban
With Minnesota’s sweeping ban on noncompete agreements set to begin July 1, employers must immediately implement new strategies to protect their invaluable intellectual property, customer relationships and investment in employee training, say attorneys at Littler Mendelson.
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5 Management Tips To Keep Law Firm Merger Talks Moving
Many law firm mergers that make solid business sense still fall apart due to the costs and frustrations of inefficient negotiations, but firm managers can increase the chance of success by effectively planning and executing merger discussions, say Lisa Smith and Kristin Stark at Fairfax Associates.
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Bank Compliance Fixes, Not Fines, Are Key To Regulator Trust
Financial regulators’ recent and costly halt of TD Bank and First Horizon Bank's merger should warn banks that absorbing regulatory fines while failing to seriously correct compliance issues will not be enough to obtain regulatory cooperation when it counts, says Sam Finkelstein at the Volkov Law Group.
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Unusual SEC Order Has Lessons For Disclosure Committees
Following the U.S. Securities and Exchange Commission's settlement with DXC — involving a rare allegation faulting a disclosure committee for disclosure violations concerning non-GAAP financial measures — the need for effective and responsible disclosure committees in public companies remains paramount, says Richard Hong at Morrison Cohen.
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FTC Pharma Merger Digest May Offer Policy Clues
The Federal Trade Commission's and the U.S. Justice Department's recently published summary of the agencies' workshop on proposed changes to pharmaceutical merger analysis reads like a policy roadmap and its timing may forecast the release of new draft merger guidelines, say attorneys at Mintz.
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Rethinking In-Office Attendance For Associate Retention
The hybrid office attendance model doesn't work for all employees, but it does for many — and balancing these two groups is important for associate retention and maintaining a BigLaw firm culture that supports all attorneys, says Summer Eberhard at Major Lindsey.
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Avoiding Antitrust Enforcement In Health Care Joint Ventures
Considering the Federal Trade Commission's recent activity in challenging hospital combinations, health care companies must be mindful of antitrust considerations unique to the industry, and employ strategies to minimize enforcement risks, say attorneys at Holland & Knight.