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Mergers & Acquisitions
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February 12, 2024
Gilead Buying Liver Disease Drugmaker CymaBay For $4.3B
Gilead Sciences Inc. said Monday that it has agreed to purchase liver disease-focused clinical-stage biopharmaceutical company CymaBay Therapeutics Inc. for $4.3 billion in cash.
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February 12, 2024
Hogan Lovells Builds Out Corp. Group With 2 Partners
Hogan Lovells announced Monday it has bolstered its corporate and finance group with the hiring of new partners in New York and Boston.
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February 12, 2024
Martin Marietta Paying $2B For Blue Water Raw Materials Ops
Cravath-advised building materials supplier Martin Marietta Materials Inc. said Monday it has agreed to buy 20 active aggregate operations across five states from Blue Water Industries LLC, represented by Wachtell Lipton, for $2.05 billion in cash.
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February 12, 2024
Diamondback Buying Endeavor In $26B Permian Megamerger
Diamondback Energy Inc. said Monday it has agreed to buy Endeavor Energy Resources LP in a cash-and-stock deal valued at approximately $26 billion, inclusive of Endeavor's net debt, to create the premier independent operator in the Permian Basin.
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February 12, 2024
French Music Label Tunes In To €1.5B Bid From Founder
French digital music label Believe SA said Monday that it has been handed a €1.46 billion ($1.57 billion) offer by an investment consortium that includes its founder to take the company off the French stock exchange.
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February 09, 2024
No More Shady Trading For Ex-FBI Trainee After BigLaw Theft
The former FBI trainee who secretly traded nonpublic information that he stole from his BigLaw associate ex-girlfriend has agreed to a civil judgment against him permanently barring him from violating securities laws, a judgment entered just months after he pled guilty to insider trading.
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February 09, 2024
Rite Aid Investors' Attys Get $58M As Walgreens Deal OK'd
Counsel representing a class of Rite Aid investors will take home nearly $58 million in attorney fees after a Pennsylvania federal judge granted final approval to the $192.5 million deal resolving claims that Walgreens' executives lied about the likelihood of an ultimately unsuccessful merger between the two drugstore chains.
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February 09, 2024
Live Nation Defends 'Modest' Arbitration Tweaks At 9th Circ
Live Nation Entertainment Inc. told the Ninth Circuit that a California district judge was wrong to remove ticket buyers' antitrust claims from arbitration simply because the company changed arbitrators.
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February 09, 2024
Labaton, Rolnick Clash Over Legal Fees In Materials Co. Deal
Law-firm battling has sharpened over multimillion-dollar legal fee claims linked to a proposed $19 million Delaware Court of Chancery settlement for a stockholder suit challenging a $3.1 billion materials company sale in 2019, court records show.
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February 09, 2024
Healthcare-Focused SPAC Hits The Market After $160M IPO
Blank-check company Helix Acquisition Corp. II hit the public markets on Friday following its upsized initial public offering, which raised $160 million by offering 16 million shares at a price of $10 apiece.
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February 09, 2024
Activist Says CEO's Family Is Problem For Chef's Warehouse
Specialty foods company The Chef's Warehouse has become the latest target of activist investor Legion Partners, which is asking the company's shareholders to nominate four new board members to turn around "chronic underperformance" stemming from the board's family connections.
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February 09, 2024
FTC Clears AbbVie To Proceed With $10.1B ImmunoGen Buy
The 30-day waiting period for U.S. antitrust enforcers to review AbbVie's $10.1 billion purchase of ImmunoGen came and went without a move to deepen the investigation or challenge the deal, clearing the parties to close the agreement on or about Monday, ImmunoGen said on Thursday.
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February 09, 2024
Audacy Floats Two Ch. 11 Sales That Could Net Debtor $21.6M
Bankrupt radio station operator Audacy Inc. wants to sell two pieces of real estate near Boston for as much as $21.6 million to raise funds for its estate in Chapter 11, asking a Texas judge to approve the deals so that it can close on them by early March.
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February 09, 2024
Eargo Investors Sue In Del. For Patient Square Merger Docs
Two shareholders of California medical device company Eargo Inc. sued in Delaware's Court of Chancery on Thursday, seeking books and records to investigate potential wrongdoing and breaches of fiduciary duties in connection with a pending buyout by controlling shareholder Patient Square Capital LP.
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February 09, 2024
CVC, Haveli Acquire RuneScape Game-Maker In £900M Deal
Private equity firms CVC Capital Partners, advised by Latham & Watkins LLP, and Haveli Investments have agreed to buy British video game developer and publisher Jagex from private equity giant Carlyle, advised by Kirkland & Ellis LLP, in a deal worth around £900 million ($1.14 billion), according to a Friday announcement.
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February 09, 2024
Taxation With Representation: Sullivan & Cromwell, Kirkland
In this week's Taxation With Representation, California Resources Corp. acquires Aera Energy, ZeroFox Holdings goes private, and Acerinox purchases Haynes International.
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February 09, 2024
Owens Corning To Buy Door-Maker Masonite In $3.9B Deal
Ohio-based construction materials manufacturer Owens Corning said Friday it has inked a $3.9 billion agreement to buy Tampa, Florida-based door-maker Masonite International Corp., just weeks after the latter company's earlier effort to buy PGT Innovations Inc. fell through.
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February 09, 2024
Barclays Agrees To Buy Tesco Banking Unit For £600M
Barclays said on Friday that it has agreed to buy the retail banking arm of the Tesco PLC supermarket chain for £600 million ($757 million) in a transaction in which it was guided by Hogan Lovells and Slaughter and May.
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February 08, 2024
Hudson City Investors Lose Cert. In $3.7B M&T Merger Suit
A proposed investor class can't be certified in a suit alleging M&T Bank Corp. and Hudson City Bancorp Inc. hid regulatory problems that led to a yearslong delay of their $3.7 billion merger over a decade ago, a federal judge said after finding his previous order to certify the class "clearly erred in applying the Third Circuit's legal standard."
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February 08, 2024
Union Fund Sues Pioneer For Docs In $59B ExxonMobil Deal
Oil and natural gas company Pioneer Natural Resources has been sued for its books and records in the Delaware Court of Chancery by a pension fund alleging that the company's officers and directors breached their fiduciary duties as the company negotiated a $59.5 billion deal to be acquired by oil giant Exxon Mobil Corp.
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February 08, 2024
Blade Air Investor Sues KSL Capital, Others Over SPAC Deal
A shareholder of urban air transport venture Blade Air Mobility Inc. on Thursday filed a lawsuit in Delaware's Court of Chancery against key figures of the special-purpose acquisition company that took it public, along with the deal's sponsor KSL Capital Partners.
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February 08, 2024
Del. Chancery Questions Broker's 'Ornate' Board Control Fix
Bylaw amendments adopted by insurance broker BRP Group Inc. in response to a shareholder's complaint that its co-founders wielded too much control over the company's board may have "narrowed" the problem but did not necessarily eliminate it, a Delaware Chancery Court vice chancellor said Thursday at a hearing in Wilmington.
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February 08, 2024
DOJ Investigating Metropolis Tech's $1.5B SP Plus Deal
Mobility services provider SP Plus said on Wednesday that it had received another request for information from the U.S. Department of Justice on its planned $1.5 billion merger with Metropolis, a payments tech company.
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February 08, 2024
DOJ Wants More Info On Alaska-Hawaiian Airlines Deal
The U.S. Department of Justice is seeking additional information from Hawaiian Airlines and Alaska Airlines on their proposed $1.9 billion merger, according to filings with the U.S. Securities and Exchange Commission on Wednesday.
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February 08, 2024
Microsoft Calls FTC Activision Layoff Worries 'Misleading'
Microsoft on Thursday criticized the Federal Trade Commission's "incomplete and misleading" assertion that the company's plan to lay off 1,900 video game workers undercuts its claim that Activision Blizzard Inc. would be maintained as an independent business while the commission challenges the gaming company's $68.7 billion acquisition.
Expert Analysis
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Looking For Plausibility In FTC's Amgen Merger Challenge
The Federal Trade Commission is seeking to block Amgen's acquisition of Horizon, alleging that, if consummated, the deal would violate Section 7 of the Clayton Act — but this may be the first merger complaint in a generation that could be dismissed for failing to state a claim, say William MacLeod and David Evans at Kelley Drye.
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Some Client Speculations On AI And The Law Firm Biz Model
Generative artificial intelligence technologies will put pressure on the business of law as it is structured currently, but clients may end up with more price certainty for legal services, and lawyers may spend more time being lawyers, says Jonathan Cole at Melody Capital.
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Private Equity Firms Shouldn't Overlook Cybersecurity Risks
Given the operational, financial and reputational costs at stake, and the growing threat of cybercrime, cybersecurity should be central to deal making, internal governance and post-acquisition management for private equity firms, say Ray Bogenrief and William Ridgway at Skadden.
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A Look At Texas Business Courts' Potential M&A Impact
A bill heading to Texas Gov. Greg Abbott's desk is a push for specialist judges with more expertise in the business area, but it is unlikely to have an immediate effect on mergers and acquisition practitioners and contracts, for several important reasons, says Candace Groth at Vela Wood.
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Assessing Overlapping Boards After DOJ Crackdown
The U.S. Department of Justice’s recent targeting of interlocking directorates raises questions about the scope of applicable antitrust law, including when companies will be considered competitors, whether the statute reaches potential competitors, and how companies can avoid price-fixing or market allocation charges, say attorneys at Cooley.
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Environmental Diligence Is Crucial When Buying Biofuel Cos.
As momentum for mergers and acquisitions transactions within the biofuels industry continues to grow, potential buyers must not neglect proper diligence and thoughtful negotiation regarding environmental attributes generated in connection with the target's products and production process, says Victoria Sitz at Husch Blackwell.
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Lessons On Corporate Fiduciary Duties From Del. M&A Case
The recent decision in New Enterprise Associates v. Rich, which held that a contractual covenant by certain stockholders not to challenge specific sales of the company was enforceable, highlights that the Delaware Court of Chancery generally is likely to be receptive to waivers of fiduciary duties that are agreed by sophisticated stockholders, say attorneys at Fried Frank.
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Failed Tegna Deal Reveals Increasing Merger Review Hurdles
A deeper look at how the Tegna-Standard General deal derailed during merger review suggests some practical steps that firms should consider to close transactions when dealing with multiple federal agencies operating under a whole-of-government antitrust enforcement approach, say Jody Boudreault and Katherine Dutcher at Baker Botts.
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A Lawyer's Guide To Approaching Digital Assets In Discovery
The booming growth of cryptocurrency and non-fungible tokens has made digital assets relevant in many legal disputes but also poses several challenges for discovery, so lawyers must garner an understanding of the technology behind these assets, the way they function, and how they're held, says Brett Sager at Ehrenstein Sager.
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Opinion
High Court's Ethics Statement Places Justices Above The Law
The U.S. Supreme Court justices' disappointing statement on the court's ethics principles and practices reveals that not only are they satisfied with a status quo in which they are bound by fewer ethics rules than other federal judges, but also that they've twisted the few rules that do apply to them, says David Janovsky at the Project on Government Oversight.
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A Look At Corwin Cleansing After Chancery Edgio Ruling
The Delaware Chancery Court's denial of Corwin cleansing in an action seeking post-closing injunctive relief in the Edgio stockholders case has potentially significant implications for corporations and their boards in the negotiation of investment agreements with significant stockholders, say attorneys at Cleary.
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Opinion
Time For Law Schools To Rethink Unsung Role Of Adjuncts
As law schools prepare for the fall 2023 semester, administrators should reevaluate the role of the underappreciated, indispensable adjunct, and consider 16 concrete actions to improve the adjuncts' teaching experience, overall happiness and feeling of belonging, say T. Markus Funk at Perkins Coie, Andrew Boutros at Dechert and Eugene Volokh at UCLA.
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4 Areas Of Heightened Antitrust Risk In Private Equity
Antitrust enforcement and litigation are moving from portfolio companies to the private equity firms that invest in them, and a few areas of elevated risk stand out, say Ann O’Brien and Lindsey Collins at Sheppard Mullin.
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Courthouse Door Now Open To FERC Enforcement Challenges
The U.S. Supreme Court's recent ruling in U.S. Securities and Exchange Commission v. Cochran and Axon v. Federal Trade Commission is also relevant to some Federal Energy Regulatory Commission enforcement processes — meaning many entities regulated by FERC can now more easily challenge commission proceedings in court, say Todd Mullins and Emily Song at McGuireWoods.
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Tips For In-House Legal Leaders In A Challenging Economy
Amid today's economic and geopolitical uncertainty, in-house legal teams are running lean and facing increased scrutiny and unique issues, but can step up and find innovative ways to manage outcomes and capitalize on good business opportunities, says Tim Parilla at LinkSquares.