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Mergers & Acquisitions
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March 28, 2024
Investors Strike $42.5M Deal In Brookfield-GGP Merger Suit
Brookfield Property Partners LP has reached a tentative $42.5 million deal to bring an end to a yearslong battle with stockholders who alleged they were given misleading information about the global real estate company's 2018 acquisition of U.S. mall operator GGP Inc.
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March 28, 2024
Dole Drops $293M Sale Of Vegetable Biz Under DOJ Pressure
Dole PLC said Thursday it agreed to drop the planned $293 million sale of its fresh vegetable division to Chiquita Holdings Ltd. after the U.S. Department of Justice raised concerns about the deal's effect on packaged salad prices.
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March 28, 2024
Ex-BigLaw Atty Named Acting GC At Neptune Wellness
Neptune Wellness Solutions Inc. elevated to acting general counsel one of its in-house lawyers, who previously worked in BigLaw, the consumer-packaged goods company said in a securities filing on Wednesday, just days after a federal judge's order to replace its legal counsel.
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March 28, 2024
UK Watchdog Clears Aviva's £460M Takeover Of AIG Life
The U.K. government on Thursday gave a green light to insurance giant Aviva for its proposed £460 million ($562 million) acquisition of a British subsidiary of AIG Life Ltd. at the end of its first phase of inquiry into the transaction.
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March 28, 2024
Freshfields, WilmerHale-Led Keysight Bids £1.2B For UK Biz
Telecoms-testing specialist Spirent said Thursday that it has agreed to accept a bid of approximately £1.16 billion from U.S. technology company Keysight and has rejected a previously agreed £1 billion offer from a maker of network-testing equipment.
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March 28, 2024
The Home Depot Buying PE-Backed SRS For $18.25B
The Home Depot said Thursday it has agreed to acquire SRS Distribution Inc., a private equity-backed distributor of roofing and building supplies, for $18.25 billion, inclusive of debt.
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March 27, 2024
Merger News Boosts Rivals, 'Shadow Trading' Jury Told
Medivation's 2016 sale announcement would have an expected positive "spillover effect" on rival Incyte's stock price, a U.S. Securities and Exchange Commission expert testified Wednesday in a "shadow trading" trial over claims an ex-Medivation executive exploited confidential news of his company's imminent acquisition to buy shares in the competitor.
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March 27, 2024
Energy Co. Origis Exits Investor Suit Over Devalued Shares
Renewable energy company Origis USA Inc. has escaped a suit by former shareholders after a New York federal judge concluded that the plaintiffs failed to show that the company was privy to an alleged scheme by its now-former CEO to induce them to sell their stakes for considerably less than the $1.4 billion they were later sold for.
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March 27, 2024
Alamos Gold Strikes $325M Deal For Canadian Mine
Alamos Gold Inc. and Argonaut Gold Inc. announced Wednesday that they have inked an approximately $325 million deal steered by Torys LLP and Bennett Jones LLP for Alamos to acquire an Argonaut gold mine located in Ontario, Canada.
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March 27, 2024
T-Mobile Can Appeal Refusal To Toss Sprint Merger Case
An Illinois federal court granted T-Mobile's request on Wednesday to immediately appeal a ruling refusing to toss a proposed class action from AT&T and Verizon subscribers who have alleged their prices increased because of T-Mobile's 2020 merger with Sprint.
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March 27, 2024
Backers Of Trump-Tied SPAC Sue To Confirm Manager Purge
Investors behind the sponsor of the special-purpose acquisition company that took Donald Trump's Truth Social public sued its managing member, seeking a declaration from the Delaware Chancery Court that they have validly removed him from his post and that he has no authority to act on their behalf.
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March 27, 2024
Colo. Judge Unplugs Vague EV-Maker Investor Suit
A Colorado federal judge has dismissed a shareholder suit against commercial electric vehicle company Lightning eMotors, agreeing with a magistrate judge's conclusion that the shareholders failed to bring specific allegations that the company knowingly misled investors on matters like its production capacity.
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March 27, 2024
COVID Prompted Equity Plan Edit, Raytheon Tells Chancery
Raytheon Technologies Corp. amended employee compensation plans in early 2020 to mitigate "head-spinning unprecedented volatility" from the COVID-19 pandemic, and a shareholder's allegations that directors acted in bad faith by failing to seek stockholder approval should be dismissed, the aerospace company told Delaware's Court of Chancery on Wednesday.
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March 27, 2024
Kimco Sells 10 Shopping Centers For $248M After RPT Buy
Real estate investment trust Kimco Realty said it has sold 10 open-air shopping centers it gained in an acquisition of RPT Realty earlier this year for a total of $248 million.
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March 27, 2024
Chancery Sides With Cannabis Company On Legal Fees Row
A Delaware Court of Chancery judge at a Wednesday hearing gave Left Coast Ventures Inc. time to fulfill a court order requiring it to cover legal fees for three former directors of the cannabis company defending a merger-related suit, after a company attorney told the judge the money will be coming.
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March 27, 2024
Troika Media Can Exit Ch. 11 After Settlement And Lender Sale
Marketing firm Troika Media Group Inc. is set to exit bankruptcy before the end of the month after a New York bankruptcy judge Wednesday said he would approve its Chapter 11 plan to sell itself as a going concern and settle pre-bankruptcy legal disputes.
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March 27, 2024
Everbridge Investor Seeks To Block $1.8B Thoma Bravo Deal
A shareholder in Massachusetts-based emergency management platform Everbridge Inc. is asking a state court to intervene in a pending $1.8 billion acquisition by private equity firm Thoma Bravo LP, alleging in a Wednesday lawsuit that investors are being misled about the true value of shares and the motives of those promoting the deal.
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March 27, 2024
BCLP Adds Ex-Nelson Mullins Outsourcing Pro To NY Office
Bryan Cave Leighton Paisner LLP on Tuesday announced the addition of the former digital transformation and outsourcing chair at Nelson Mullins Riley & Scarborough LLP, touting her skills in those areas.
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March 27, 2024
Dykema-Led CPS Energy Buying Texas Gas Assets For $785M
Dykema Gossett PLLC-advised CPS Energy has agreed to buy a Texas power generation portfolio from Talen Energy Corp. for $785 million, the companies said Wednesday.
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March 27, 2024
Skadden Steers Int'l Paper's £5.7B Bid For DS Smith
International Paper Co. has made a £5.72 billion ($7.22 billion) proposed offer for British rival DS Smith PLC as it seeks to compete with the earlier bid of £5.1 billion made by Mondi PLC.
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March 26, 2024
Banker Describes Confidential Work In 'Shadow Trading' Trial
An Evercore investment banker who worked on Medivation's 2016 sale to Pfizer testified Tuesday in the U.S. Securities and Exchange Commission's novel "shadow trading" trial, saying the defendant was involved in a confidential process that identified biopharma company Incyte as comparable to Medivation — information the defendant is accused of trading on.
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March 26, 2024
Judge To Let McDermott Investors Seek 2-Subclass Cert.
A Texas federal judge has declined to certify a proposed class of investors in energy industry engineering company McDermott International Inc., siding with a magistrate judge who recommended dismissing the class certification bid so the investors could refile and seek certification for two investor subclasses.
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March 26, 2024
FCC Urged To Require Unlocked Phones In T-Mobile-Mint Deal
A collection of public interest groups is asking the Federal Communications Commission to attach new strings to T-Mobile's proposed $1.3 billion purchase of prepaid phone sellers Mint Mobile and Ultra Mobile, including a requirement that the carrier more quickly "unlock" its phones so they can be transferred between service providers.
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March 26, 2024
SPAC 'Frenzy' Led To $1.6B Deal For Dog Treat Co., Suit Says
Shareholders of a special-purpose acquisition company that merged with dog-treat box company BarkBox in a $1.6 billion deal have sued the executives and directors of both entities, alleging they breached their fiduciary duties in connection with what the complaint calls "an extreme example of the 'churn-and-burn' SPAC frenzy."
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March 26, 2024
FTC Urges Court To Pause Novant's NC Hospital Deal
The Federal Trade Commission is urging a North Carolina federal court to pause Novant Health's $320 million deal for a pair of hospitals, contending the move would give Novant an "eye-popping" share of the hospital market in a Charlotte suburb.
Expert Analysis
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Courts Can Overturn Deficient State Regulations, Too
While suits challenging federal regulations have become commonplace, such cases against state agencies are virtually nonexistent, but many states have provisions that allow litigants to bring suit for regulations with inadequate cost-benefit analyses, says Reeve Bull at the Virginia Office of Regulatory Management.
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'Entire Fairness' Takeaways From Tesla-SolarCity Ruling
In its recent decision affirming dismissal of stockholder claims against Elon Musk in connection with Tesla's $2.6 billion acquisition of SolarCity, the Delaware Supreme Court indicated how an entire fairness analysis is best presented, say attorneys at Fried Frank.
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Tales From The Trenches Of Remote Depositions
As practitioners continue to conduct depositions remotely in the post-pandemic world, these virtual environments are rife with opportunities for improper behavior such as witness coaching, scripted testimony and a general lack of civility — but there are methods to prevent and combat these behaviors, say Jennifer Gibbs and Bennett Moss at Zelle.
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A Practical Solution To Life Sciences Joint Venture Disputes
In light of recent developments that threaten to increase friction between life sciences companies, industry participants should consider implementing dispute advisory boards as a method of resolving common joint venture hiccups without requiring litigation or mediation, says Scott Bass at Sidley.
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What's New In The DOJ-FTC Proposed Merger Guidelines
While this week's merger guidelines proposal from the Federal Trade Commission and U.S. Department of Justice initially appears to reflect well-established principles of antitrust law, a closer examination reveals a stark departure from the last 40 years of antitrust enforcement, say attorneys at Skadden.
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Vice Bankruptcy Ruling Shows Contract Assignment Issues
A New York bankruptcy court’s recent ruling in Vice Media’s Chapter 11 case is likely to have implications for other cases involving the assignment of contracts by corporate entities, and may signal that Showtime will still face an uphill battle in trying to prove that its contract constituted personal services, says Debra Dandeneau at Baker McKenzie.
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Ways To Balance ESG Initiatives And Antitrust Risks
Since ESG policies often concern systemic issues that require collective action for meaningful results, there are potential antitrust issues that require safeguards to help mitigate risk, say attorneys at Faegre Drinker.
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OpenSea Verdict Backs DOJ Digital Asset Insider Trading View
The recent conviction of a former OpenSea manager in New York federal court confirms, for the first time, that the U.S. Department of Justice can prosecute insider trading activity involving digital assets under the traditional fraud statutes, irrespective of how an asset is legally classified, say attorneys at BakerHostetler.
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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.