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Mergers & Acquisitions
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March 21, 2024
SEC's 'Shadow Trading' Trial To Test Insider Info Boundaries
If the U.S. Securities and Exchange Commission can convince jurors hearing its first-ever "shadow trading" case next week to find a former executive in the wrong for buying up a competitor's securities while having insider information about his own company, the floodgates could open to civil and criminal prosecution of other corporate insiders under the novel legal theory, attorneys told Law360.
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March 21, 2024
Autonomy Jury Hears Of 'Handshake Deal' To Pad Revenue
A onetime Autonomy Corp. customer took the stand Thursday in the California federal criminal trial of former CEO Michael Lynch, describing a "handshake" deal to pay the company $7.5 million with the understanding the funds would be returned — part of an alleged plot to fraudulently inflate Autonomy's revenues.
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March 21, 2024
UpHealth Claims $110M Win In Glocal Control Fight
Global digital health company UpHealth Inc. says an arbitral panel has awarded it more than $110 million following a dispute that arose out of its subsidiary's acquisition of Glocal Healthcare Systems in 2020 — even as Glocal decried the award as "one-sided and perverse."
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March 21, 2024
CymaBay Investor Sues For Books On $4.3B Gilead Merger
A shareholder of liver disease-focused biopharmaceutical company CymaBay Therapeutics Inc. sued the company in Delaware Chancery Court to extract more information over a proposed $4.3 billion merger with Gilead Sciences Inc., saying CymaBay has refused to hand over previously requested documents regarding the valuation analyses without a legitimate excuse.
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March 21, 2024
Canadian Supplement Co. Seeks US Bankruptcy Recognition
A nutritional supplement supplier based in Montreal told a Delaware bankruptcy judge Thursday it needs the U.S. court to recognize its Canadian insolvency proceedings, reasoning that an eviction threat may cut off access to assets in California the debtor needs for its sale plans.
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March 21, 2024
Avoid Major Extension Of Merger Reach, EU High Court Urged
An important tool for extending European Union antitrust officials' merger scrutiny appears to be in jeopardy after a European Court of Justice advocate general effectively recommended Thursday that the bloc's high court restrict the ability to investigate transactions that don't normally trigger EU thresholds.
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March 21, 2024
Directors Of Public Cos. Back Trian CEO Amid Disney Proxy Fight
Thirteen current and former public company directors, all of whom have worked with Trian Fund Management and CEO Nelson Peltz, sent a letter to The Walt Disney Company's board of directors Thursday highlighting why they believe Peltz would make a good addition to the board amid a heated proxy battle.
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March 21, 2024
Pot Co. Seller Says Chancery Must Decide Curaleaf Dispute
A court needs to determine which corporate records Curaleaf Holdings Inc. should turn over in its $13 million price adjustment dispute with the seller of a multistate cannabis dispensary before it goes before an independent accountant, the seller told Delaware's Court of Chancery on Thursday.
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March 21, 2024
CFPB Head Sees Flaws In Capital One-Discover Deal Rationale
The head of the Consumer Financial Protection Bureau pushed back on Thursday against the notion that an industry's biggest firms must be put in check through mergers between other large players in that sector, offering an indirect rebuttal to the reasoning floated by Capital One in its bid to buy Discover Financial for $35.3 billion.
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March 21, 2024
Deals Rumor Mill: Apollo-Paramount, Britannica IPO, KKR
Buyout firm Apollo is offering $11 billion to buy Paramount's film studio, Encyclopaedia Britannica is gearing up for an IPO that could value the publisher at $1 billion, and KKR is mulling a sale of learning chain EuroKids International. Here, Law360 breaks down these and other notable deal rumors from the past week.
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March 21, 2024
Activist Investor Rips 'Misguided' Strategy Of WisdomTree
Activist investor ETFS Capital on Thursday urged shareholders of WisdomTree to withhold their votes from the asset management firm's board members at an upcoming shareholder meeting due to the company's "failed diversification strategy" and refusal to initiate a strategic review process.
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March 21, 2024
Chancery Denies Icahn Midcase Appeal In Illumina Board Suit
Carl Icahn can't interrupt his Chancery Court lawsuit against biotech Illumina Inc.'s board to appeal a decision about redactions to the Delaware Supreme Court, a vice chancellor ruled Wednesday, saying there are no "exceptional circumstances" that call for a midcase review.
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March 21, 2024
FDIC To Target Deals Creating Cos. With $100B-Plus In Assets
The Federal Deposit Insurance Corp. on Thursday approved a policy proposal that floats new ways the agency would assess the "financial stability" of proposed mergers between insured depository institutions, for the first time identifying $100 billion in assets as the threshold for deals that would get "added scrutiny."
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March 21, 2024
Nationwide Agrees To Buy Virgin Money For £2.9B In Cash
Nationwide Building Society said Thursday that it will buy Virgin Money UK for £2.9 billion ($3.7 billion) in cash, in a deal backed by the boards of both companies.
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March 20, 2024
Insider Trading Charges Kept Intact In Trump Media Co. Suit
A New York federal judge on Wednesday refused to toss charges against a Florida venture capitalist over allegedly illegally profiting from a secret plan to take Donald Trump's Truth Social company public, finding court precedent for the criminalization of insider trading under securities fraud law.
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March 20, 2024
RedBird Sues Brookfield For $150M From Compass Deal
The private investment firm that sold Compass Datacenters to Brookfield Infrastructure Partners for $5.7 billion last year sued the infrastructure asset manager in Delaware's Court of Chancery on Tuesday, alleging that Brookfield had breached their agreement by refusing to release $150 million out of escrow.
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March 20, 2024
Trump SPAC Sues To Force Vote In Favor Of Deal
The special purpose acquisition company hoping to take Trump Media & Technology Group public sued its largest founding investor in New York state court to force a vote in favor of the deal, the latest legal turmoil to sprout from the SPAC's spat with its former chief executive.
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March 20, 2024
Jenner & Block-Led Lonza To Buy Roche's $1.2B US Facility
Swiss healthcare company Lonza said on Wednesday that it has agreed to acquire one of the largest medicine manufacturing facilities in the world from biotech giant Roche for $1.2 billion to increase its manufacturing capacity.
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March 20, 2024
Investor Seeks To Toss €10M Case Over Share Deal Row
An investment company urged a London court on Wednesday to throw out a €10.2 million ($11 million) claim by an asset management firm, arguing that it had not consented to the terms of the sale of shares in a luxury Greek resort.
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March 20, 2024
French Lab Testing Biz Announces €200M Share Buyback
Bureau Veritas SA said on Wednesday it will launch a share repurchase program worth up to €200 million ($217 million) this year, as it detailed plans for growing its business and bolstering shareholder returns.
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March 20, 2024
Mayer Brown Draws Energy Deals Pro From Clifford Chance
Mayer Brown LLP has hired an energy transition and project finance expert, as the international firm looks to strengthen its energy transactions practice across Europe.
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March 20, 2024
Bank of Cyprus Eyes €137M Investor Return After ECB Nod
The Bank of Cyprus Group said Wednesday it intends to boost shareholder returns to €137 million ($149 million) by launching a share buyback and ramping up dividends, after receiving the green light for both payouts from the regional banking watchdog.
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March 20, 2024
Swiss Watchdog To Inspect UBS Closely For Merger Impact
The Swiss financial markets regulator said Wednesday it plans 40 on-site supervisory reviews at UBS AG in Switzerland and abroad and two in-depth stress tests in 2024 to assess the result of the bank's merger with Credit Suisse last year.
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March 20, 2024
Kirkland, Simpson Rep $1.2B Sale Of Alight's Payroll Biz
H.I.G. Capital on Wednesday agreed to pay up to $1.2 billion for Alight Inc.'s payroll, professional services and human capital management business, which counts online HR portal Workday among its partners, in an agreement steered by respective legal advisers Kirkland & Ellis and Simpson Thacher.
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March 20, 2024
Kirkland-Led PE Firm To Buy $700M Medical Component Biz
Chemicals and technology company Johnson Matthey said Wednesday that it has agreed to sell all of its medical device components business to Montagu Private Equity for $700 million, ending its sale of "value businesses," in a deal guided by Kirkland & Ellis LLP.
Expert Analysis
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Level Up Lawyers' Business Development With Gamification
With employee engagement at a 10-year low in the U.S., there are several gamification techniques marketing and business development teams at law firms can use to make generating new clients and matters more appealing to lawyers, says Heather McCullough at Society 54.
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Mallory Ruling Leaves Personal Jurisdiction Deeply Unsettled
In Mallory v. Norfolk Southern Railway, a closely divided U.S. Supreme Court recently rolled back key aspects of its 2017 opinion in Daimler AG v. Bauman that limited personal jurisdiction, leaving as many questions for businesses as it answers, say John Cerreta and James Rotondo at Day Pitney.
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What Constitutes A Sale Of 'All' Company Assets In Del.
The recent ruling in Altieri v. Alexy by the Delaware Chancery Court is a useful reminder of the facts-intensive and nuanced nature of the judicial analysis as to what constitutes a sale of all or substantially all of a company's assets, and provides helpful guidance as to the factors the court views as most critical in making the determination, say attorneys at Fried Frank.
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5 Ways Firms Can Rethink Office Design In A Hybrid World
As workplaces across the country adapt to flexible work, law firms must prioritize individuality, amenities and technology in office design, says Kristin Cerutti at Nelson Worldwide.
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How To Avoid Flopping When Flipping Fla. Real Estate
As land prices rise, Florida real estate developers are increasingly contracting to flip property to other purchasers for a profit, and they should carefully consider the unique risks and issues associated with the different forms that the process can take, says Gary Kaleita at Lowndes.
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Opinion
Congress Should Curb FTC Pattern Of Consent Order Abuse
In upcoming hearings, Congress should recognize that the Federal Trade Commission’s intrusive investigation of Twitter is part of a growing pattern of consent order abuse, which will continue to harm consumers, companies and the agency itself unless lawmakers step in, says former FTC chief technologist Neil Chilson, now at the Center for Growth and Opportunity.
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Opinion
Bar Score Is Best Hiring Metric Post-Affirmative Action
After the U.S. Supreme Court's ruling striking down affirmative action admissions policies, law firms looking to foster diversity in hiring should view an applicant's Multistate Bar Examination score as the best metric of legal ability — over law school name or GPA, says attorney Alice Griffin.
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Opinion
Antitrust Enforcers Must Have More Funding
Over four-plus decades, funding for enforcement of antitrust laws has fallen, and Congress must recognize that these years of consolidation have damaged the competitive vitality of the U.S. economy while rewarding the few at the expense of the many, says Barry Barnett at Susman Godfrey.
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Slack Decision Adds Urgency For Finalized SPAC Rules
The U.S. Supreme Court's Slack decision may have created new uncertainty around issuer liability for business combinations involving SPACs, hastening the need for the U.S. Securities and Exchange Commission to finalize its proposed rules and ensure that IPOs and SPACs have similar liability regimes, say Douglas Paul and Ildefonso Mas at Akerman, and Craig Coben at SEDA Experts.
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Ghosting In BigLaw: How To Come Back From Lack Of Feedback
Junior associates can feel powerless when senior colleagues cut off contact instead of providing useful feedback, but young attorneys can get back on track by focusing on practical professional development and reexamining their career priorities, says Rachel Patterson at Orrick.
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Steps To Success For Senior Associates
Excerpt from Practical Guidance
Adriana Paris at Rissman Barrett discusses the increased responsibilities and opportunities that becoming a senior associate brings and what attorneys in this role should prioritize to flourish in this stressful but rewarding next level in their careers.
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Georgia-Pacific Ruling Furthers Texas Two-Step Challenges
With its recent ruling in the case of Bestwall, barring asbestos injury litigation against nondebtor Georgia-Pacific, the Fourth Circuit joins a growing body of courts addressing the Texas Two-Step's legality, fueled by concerns over the proper use of bankruptcy as a tool for addressing such claims, says George Singer at Holland & Hart.
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Takeaways From DOJ's New Approach To Bank Mergers
The U.S. Department of Justice's recently announced updates to its bank merger oversight framework will add to the current unpredictability in the regulatory review process for parties considering a merger, particularly with respect to the specific theories of competitive harm that the DOJ may ultimately focus on, say attorneys at Simpson Thacher.
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Legal Profession Must Do More For Lawyers With Disabilities
At the start of Disability Pride month, Rosalyn Richter at Arnold & Porter looks at why lawyers with disabilities are significantly underrepresented in private practice, asserting that law firms and other employers must do more to conquer the implicit bias that deters attorneys from seeking accommodations.
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Opinion
Appellate Funding Disclosure: No Mandate Is Right Choice
The Advisory Committee on Appellate Rules' recent decision, forgoing a mandatory disclosure rule for litigation funding in federal appeals, is prudent, as third-party funding is only involved in a minuscule number of federal cases, and courts have ample authority to obtain funding information if necessary, says Stewart Ackerly at Statera Capital.