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Mergers & Acquisitions
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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.
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March 20, 2024
Slaughter And May Cuts Partner Promotions By Half In 2024
Slaughter and May said on Wednesday that it is adding to its bench of up-and-coming leaders by promoting five lawyers to its partnership — only half the number it elevated in 2023.
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March 20, 2024
Dubai Won't Be Top Investor In Nasdaq After $1.6B Share Sale
Nasdaq Inc. has said that Dubai will lose its spot as top shareholder in the U.S. stock exchange operator after it sells $1.6 billion worth of shares.
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March 20, 2024
Senators Want More Scrutiny For Defense M&A Deals
Two U.S. senators are calling on the Pentagon to shift the way it reviews defense industry mergers and dedicate more staff to the task, saying that contractor consolidation is jeopardizing national security and diminishing returns for taxpayer dollars.
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March 20, 2024
Law360 Announces The Members Of Its 2024 Editorial Boards
Law360 is pleased to announce the formation of its 2024 Editorial Advisory Boards.
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March 20, 2024
King & Spalding Adds Ex-PwC Tax Pro As Partner In NY
An experienced tax attorney has joined King & Spalding LLP in New York after working at PricewaterhouseCoopers LLP for six years.
Expert Analysis
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Parsing FTC's Intercontinental-Black Knight Merger Challenge
The Federal Trade Commission's recent Article III case challenging a merger between Intercontinental Exchange and Black Knight suggests the agency is using a structuralist approach to evaluate the merger's potential anti-competitive harm, says David Evans at Kelley Drye.
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Perspectives
Mallory Gives Plaintiffs A Better Shot At Justice
Critics of the U.S. Supreme Court's recent decision in Mallory v. Norfolk Southern claim it opens the door to litigation tourism, but the ruling simply gives plaintiffs more options — enabling them to seek justice against major corporations in the best possible court, say Rayna Kessler and Ethan Seidenberg at Robins Kaplan.
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FERC Order Affirms Increased Scrutiny Of Investor-Utility Ties
A recent Federal Energy Regulatory Commission order confirming more aggressive scrutiny of investors' exercise of control over public utilities through representation on their boards or the boards of companies holding interests in them means that both investors and utilities face significantly heightened compliance obligations, say attorneys at Akin.
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Effectual Relief Questions Linger After Section 363 Ruling
In the months since the U.S. Supreme Court's ruling in MOAC Mall Holdings, courts and practitioners must grapple with the issue of what effectual relief courts may grant upon an appeal of an unstayed sale order, says Monique Jewett-Brewster at Hopkins Carley.
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CFIUS Clampdown Will Deter Allied-Country Investment
The Committee on Foreign Investment in the United States’ recent redefinition of transaction "completion date" is the latest in a series of steps taken in the name of U.S. security that are likely to deter investments from friendly countries and increase capital costs for U.S. startups, says Stephen Heifetz at Wilson Sonsini.
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Important Generative AI Considerations In M&A
The recent surge of interest in generative artificial intelligence and its use of machine learning algorithms means there are novel concerns as well as inherent risks for those engaging in M&A activity, and acquirers should pay careful attention to a target’s scope of ownership and licensing rights, say attorneys at Davis Polk.
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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.