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Mergers & Acquisitions
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May 30, 2024
Exec Found Liable For 'Shadow Trading' Seeks New Trial
A former executive of biopharmaceutical company Medivation Inc. whom a jury found liable for using inside information from his company when he purchased stock in a rival pharmaceutical maker has moved for a new trial in the U.S. Securities and Exchange Commission's novel "shadow trading" case.
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May 30, 2024
Morgan Stanley Helped Musk's Stealth Twitter Buys, Suit Says
Elon Musk and his wealth manager tapped Morgan Stanley to help the Tesla CEO quietly acquire billions of dollars in Twitter securities without tipping off the market before he announced plans to take over the social media company, according to an amended complaint filed in New York federal court.
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May 30, 2024
Musk Won't Appeal Deposition Order In SEC's Twitter Case
Elon Musk has agreed to waive his right to appeal a California federal judge's order forcing him to testify again in the U.S. Securities and Exchange Commission's suit over his $44 billion acquisition of Twitter, now known as X, according to a stipulation filed Thursday.
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May 30, 2024
Autonomy VP Declines To Take Stand As Fraud Trial Nears End
Testimony wrapped Thursday in a California federal criminal trial over claims that former Autonomy CEO Michael Lynch and finance vice president Stephen Chamberlain duped HP into overpaying billions for the British tech company, as Chamberlain opted not to testify in his own defense after Lynch stepped off the witness stand.
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May 30, 2024
Chancery Sweeps Away Most Challenges To Broker's Control
Independent insurance distributor BRP Group Inc. has defeated most stockholder challenges to founder preapproval requirements for company actions, according to a Delaware Court of Chancery ruling upholding a consent and defense agreement established after the company was sued.
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May 30, 2024
Divided FTC Won't Delay Kroger-Albertsons In-House Case
The Federal Trade Commission's three Democrats refused Wednesday to delay the agency in-house challenge to Kroger's $24.6 billion purchase of Albertsons, blaming the grocery giants for their scheduling challenges and drawing a sharp dissent from the FTC's two Republicans.
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May 30, 2024
FTC, Novant Ask To Delay In-House Trial On Merger Challenge
The Federal Trade Commission and Novant Health have asked to postpone an upcoming administrative hearing over the nonprofit's proposed purchase of two North Carolina hospitals, a purchase that regulators are concerned will dampen competition in the region, according to a notice filed in federal court.
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May 30, 2024
KKR's $24B NetCo Buy Gets EU Regulatory Approval
The European Commission said Thursday it has approved KKR & Co.'s planned $23.7 billion acquisition of NetCo from Italian telecommunications provider TIM Group, paving the way for the close of one of the largest deals announced last year.
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May 30, 2024
The 'Not-Postings' Of A Delaware Chancery Court Judge
Close observers of Delaware's Court of Chancery have recently gotten a new window into the First State's preeminent court of equity: Delaware Vice Chancellor J. Travis Laster, one of seven judges on the court's bench, has recently rejoined LinkedIn.
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May 30, 2024
Deals Rumor Mill: Aramco, Double Eagle, WeWork
Saudi Arabia is planning a stock sale of state-backed oil giant Armaco that could exceed $10 billion, Double Eagle hopes to unload a Permian-based oil producer for $6.5 billion, and Adam Neumman has ended his bid to reacquire WeWork. Here, Law360 breaks down these and other notable deal rumors from the past week.
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May 30, 2024
Ex-KPMG Manager Joins Davis+Gilbert As Tax Partner
A former managing director at KPMG has joined New York law firm Davis+Gilbert LLP as a tax partner in its corporate and transactions practice, Davis+Gilbert announced.
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May 30, 2024
US Steel, Nippon Obtain All Non-US Regulatory Approvals
U.S. Steel Corp. and Nippon Steel Corp. said Thursday they have received all non-U.S. regulatory nods to move ahead with their planned $14.9 billion merger, including from the European Commission and the U.K.'s Competition and Markets Authority.
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May 30, 2024
Clifford Chance Steers Brookfield's €6B Energy Biz Purchase
Brookfield Corp. said on Thursday that it plans to buy French green energy company Neoen SA for €6.1 billion ($6.6 billion) as the Canadian asset manager moves to diversify its business in the global renewables market.
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May 29, 2024
Forescout Investors Win Class Cert. Over Tanked Sale
A California federal judge agreed to certify a class of shareholders of cybersecurity company Forescout who allege the company deceived investors ahead of a sale that ultimately fell apart, marking the latest win for plaintiffs who previously saw the case dismissed with prejudice three years ago.
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May 29, 2024
Chancery Sends Momentus De-SPAC Claims Toward Trial
A Delaware vice chancellor refused to dismiss any counts Wednesday in a suit filed by investors in the special purpose acquisition company that took commercial space venture Momentus Inc. public in August 2021, with the court noting that the case will be judged on plaintiff friendly entire fairness standards.
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May 29, 2024
Bankrupt EV Charger Co. Execs Hid Liquidity Woes, Suit Says
Three current and former executives of bankrupt electric-vehicle charging infrastructure company Charge Enterprises Inc. face an investor's proposed class action claiming the executives concealed a liquidity crisis involving the company's founder and his investment advisory firm that allegedly precipitated Charge's bankruptcy.
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May 29, 2024
Celadon Execs Seek Toss Of TA Dispatch Chancery Suit
Former executives of now-defunct Celadon Group Inc. who sold its business assets a few months before the transport and logistics company went bankrupt told Delaware's Court of Chancery on Wednesday that a lawsuit from the disgruntled Alabama buyer should be dismissed because it lacks specifics and rehashes already-settled claims.
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May 29, 2024
Microsoft's Post-Merger Layoffs Cited In I-Told-You-So Appeal
A private group of gamers is pointing to Microsoft's recent layoffs of 1,900 Activision and XBox employees as evidence of market harms stemming from Microsoft Corp.'s acquisition of Activision Blizzard Inc., as the group seeks to revive a private antitrust suit challenging the merger in the Ninth Circuit.
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May 29, 2024
TikTok Ban Gets Expedited Sept. Hearing Date At DC Circ.
The D.C. Circuit on Tuesday agreed to expedite the briefing schedule for a constitutional challenge against a federal law banning TikTok from the United States unless it severs its ties with its Chinese parent company, ByteDance Ltd., with oral arguments set to be heard this fall.
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May 29, 2024
Handbag Cos. Seek FTC In-House Delay For Fed. Court Row
Tapestry and Capri are asking the Federal Trade Commission to delay an in-house challenge to the planned $8.5 billion merger combining the parent companies of Coach and Michael Kors, arguing the FTC's separate request for a preliminary injunction in New York federal court should take precedence.
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May 29, 2024
DOJ Requests More Info On $2.2B Employee Screening Deal
The U.S. Department of Justice has requested more information about employment screening company First Advantage Corp.'s planned $2.2 billion purchase of rival Sterling Check Corp., extending the review period for the merger.
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May 29, 2024
3 More Burns & Levinson Attys Join Blank Rome In Boston
Less than one month after Blank Rome LLP announced it had opened its Boston office with 25 corporate and finance attorneys from Burns & Levinson LLP, another three Burns & Levinson partners have joined the firm.
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May 29, 2024
Gibson Dunn, Skadden Guide $3B Merck-EyeBio Deal
Gibson Dunn-led Merck said Wednesday it has agreed to purchase ophthalmology-focused biotech company Eyebiotech Ltd., or EyeBio, which is represented by Skadden, for up to $3 billion.
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May 29, 2024
Womble Bond Adds Veteran Energy Transaction Atty In Mass.
An experienced corporate transactional attorney has moved stateside from Thailand to join Womble Bond Dickinson in Boston.
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May 29, 2024
3 Firms Build $627M Take-Private Sale Of Medical Device Biz
Medical device company Surmodics Inc. on Wednesday revealed it has agreed to be bought by private equity giant GTCR for $627 million in a take-private deal built by Kirkland & Ellis, Faegre Drinker and Cleary Gottlieb.
Expert Analysis
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New Proposal Signals Sharper Enforcement Focus At CFIUS
Last week's proposed rule aimed at broadening the Committee on Foreign Investment in the United States' enforcement authority over foreign investments and increasing penalties for violations signals that CFIUS intends to continue expanding its aggressive monitoring of national security issues, say attorneys at Kirkland.
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4 Ways AI Tools Can Improve Traditional Merger Analyses
Government officials at the American Bar Association's annual antitrust spring meeting last week reinforced the view that competition cases will increasingly rely on sophisticated data analysis, so companies will likewise need to use Big Tech quantitative techniques to improve traditional merger analyses, say Patrick Bajari, Gianmarco Calanchi and Tega Akati-Udi at Keystone.
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Oracle Ruling Underscores Trend Of Mootness Fee Denials
The Delaware Chancery Court’s recent refusal to make tech giant Oracle shoulder $5 million of plaintiff shareholders' attorney fees illustrates a trend of courts raising the standard for granting the mootness fee awards once ubiquitous in post-merger derivative disputes, say attorneys at Troutman Pepper.
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Blocked JetBlue-Spirit Deal Illustrates New Antitrust Approach
The U.S. Department of Justice’s recent successful block of a merger between JetBlue Airways and Spirit Airlines demonstrates antitrust enforcers’ updated and disparate approach to out-of-market benefits versus out-of-market harms, say Lisa Rumin and Anthony Ferrara at McDermott.
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Comparing Corporate Law In Delaware, Texas And Nevada
With Elon Musk's recent decision to reincorporate his companies outside of Delaware, and with more businesses increasingly considering Nevada and Texas as corporate homes, attorneys at Baker Botts look at each jurisdiction's foundation of corporate law, and how the differences can make each more or less appealing based on a corporation's needs.
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Practicing Law With Parkinson's Disease
This Parkinson’s Awareness Month, Adam Siegler at Greenberg Traurig discusses his experience working as a lawyer with Parkinson’s disease, sharing both lessons on how to cope with a diagnosis and advice for supporting colleagues who live with the disease.
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Opinion
Aviation Watch: Not All Airline Mergers Hurt The Public
The U.S. Department of Justice's actions to block recent attempted airline mergers have been touted as serving the interests of the consumers — but given the realities of the deregulated air travel market, a tie-up like the one proposed between JetBlue and Spirit might have been a win for the public, says Alan Hoffman, a retired attorney and aviation expert.
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The Merger Cases That Will Matter At ABA Antitrust Meeting
While the American Bar Association's Antitrust Spring Meeting this week will cover all types of competition law issues in the U.S. and abroad, expect the federal agencies' recent track record in merger enforcement to be a key area of focus on the official panels and in cocktail party chatter, say attorneys at Freshfields.
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Calif. Verdict Showcases SEC's New 'Shadow Trading' Theory
Last week's insider trading verdict, delivered against biopharmaceutical executive Matthew Panuwat by a California federal jury, signals open season on a new area of regulatory enforcement enabled by the U.S. Securities and Exchange Commission's shadow trading theory, say Perrie Weiner and Aaron Goodman at Baker McKenzie.
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Climate Disclosure Mandates Demand A Big-Picture Approach
As carbon emissions disclosure requirements from the European Union, California and the U.S. Securities and Exchange Commission take effect, the best practice for companies is not targeted compliance with a given reporting regime, but rather a comprehensive approach to systems assessment and management, says David Smith at Manatt.
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Series
Playing Hockey Makes Me A Better Lawyer
Nearly a lifetime of playing hockey taught me the importance of avoiding burnout in all aspects of life, and the game ultimately ended up providing me with the balance I needed to maintain success in my legal career, says John Riccione at Taft.
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Considerations For Evaluating IP Risks In Cannabis M&A
Due to the patchwork of state cannabis laws in the U.S., investors and businesses acquiring intellectual property must assess whether a trademark portfolio possesses any vulnerabilities, such as marks that are considered attractive to children or third-party claims of trademark infringement, say Mary Shapiro and Nicole Katsin at Evoke Law.
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A Snapshot Of The Evolving Restrictive Covenant Landscape
Rachael Martinez and Brooke Bahlinger at Foley highlight recent trends in the hotly contested regulation and enforcement of noncompetition and related nonsolicitation covenants, and provide guidance on drafting such provisions within the context of stand-alone employment agreements and merger or acquisition transactions.
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For Lawyers, Pessimism Should Be A Job Skill, Not A Life Skill
A pessimistic mindset allows attorneys to be effective advocates for their clients, but it can come with serious costs for their personal well-being, so it’s crucial to exercise strategies that produce flexible optimism and connect lawyers with their core values, says Krista Larson at Stinson.
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Private Capital Considerations Amid Market Revival
As improved market conditions position traditional financing to regain lost market share, it's also worth considering the pace and structure of private credit and other forms of private capital, especially when seeking to set unique terms or build new corporate relationships, say attorneys at Skadden.