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Mergers & Acquisitions
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May 09, 2024
Policies Bar Origis Investor Suit Coverage, Del. Judge Finds
A Delaware Superior Court judge dismissed most insurers from a renewable energy company and its now-former CEO's action seeking coverage for an underlying investor suit over devalued shares, saying Thursday that a "no action" clause in one set of policies and a prior acts exclusion in another preclude coverage.
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May 09, 2024
Musk Fights Latest Subpoena Over $44B Twitter Purchase
Elon Musk's counsel urged a California federal judge on Thursday to undo a magistrate judge's decision requiring the businessman to testify again before the U.S. Securities and Exchange Commission about his $44 billion purchase of the social media platform formerly known as Twitter, calling the subpoena overbroad and unconstitutional.
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May 09, 2024
V&E Defends Its Enviva Work From Trustee's Conflict Claim
Vinson & Elkins LLP urged a Virginia bankruptcy court on Thursday to reject "outrageous claims" by the U.S. Trustee's Office that the law firm shouldn't be allowed to represent Enviva in the wood-pellet maker's Chapter 11 because the firm also works for one of the debtor's major equity holders, arguing that there is no conflict of interest.
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May 09, 2024
Masimo Makes Offer To End Activist Politan's Proxy Contest
Medical technology company Masimo Corp. revealed Thursday that it is willing to appoint one of the director nominees put forth by activist investment firm Politan Capital Management LP in exchange for the company dropping its proxy fight, though Politan signaled distaste with the proposed deal.
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May 09, 2024
DOJ Task Force To Target Healthcare Monopoly, Collusion
The U.S. Department of Justice's Antitrust Division sharpened its focus Thursday on healthcare platforms that combine doctors with insurers, data and more in what the administration's top competition official called the "alarming" accumulation of assets.
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May 09, 2024
GOP Sens. Call Biden's Bluff On US Steel-Nippon
Three Republican senators urged President Joe Biden on Thursday to block Nippon Steel's planned $14.9 billion acquisition of U.S. Steel, calling his prior comments opposing the deal "worthless" while claiming he has the authority to terminate the deal immediately under laws that address "a national emergency."
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May 09, 2024
Bain Capital Plugs $250M Into Professional Services Firm
Technology-enabled professional services company Sikich LLC on Thursday announced that it has secured a $250 million minority growth investment from private equity giant Bain Capital in a transaction built by four firms.
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May 09, 2024
FTC's Exxon-Pioneer Nod Sets New Tone For Oil & Gas M&A
The close of Exxon Mobil Corp.'s $60 billion purchase of Pioneer Natural Resources shows that even the largest oil and gas deals can overcome heavy regulatory and political scrutiny, but an agreement Exxon struck with the Federal Trade Commission puts other energy companies pursuing deals on notice about their public communications.
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May 09, 2024
Brightstar Capital Scores Slot Machine Supplier In $1.1B Deal
Gaming supplier PlayAGS Inc., guided by Cooley LLP, on Thursday announced that it has agreed to be acquired by Kirkland & Ellis LLP-advised Brightstar Capital Partners in a $1.1 billion take-private transaction.
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May 09, 2024
Trump SPAC Investor Convicted Of Insider Trading
A Manhattan federal jury on Thursday convicted a Florida investment pro of securities fraud and conspiracy for allegedly exploiting confidential plans to take Donald Trump's media company Truth Social public in a $23 million insider trading case.
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May 09, 2024
Deals Rumor Mill: Paramount, Peloton, International Paper
Sony and Apollo plan to break up Paramount if their $26 billion bid prevails, private equity firms are eyeing a Peloton buyout, and International Paper gets a $15 billion bid from Brazil's Suzano. Here, Law360 breaks down the notable deal rumors from the past week.
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May 09, 2024
UK Luxury Watch Retailer Buys Italian Jewelry Biz For $130M
Watches of Switzerland Group PLC said Thursday that it has acquired Italian jewelry company Roberto Coin Inc. for $130 million to expand its luxury branded jewelry strategy, building on their existing partnership.
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May 09, 2024
Concord Won't Increase 'Final' $1.5B Bid For Rival Hipgnosis
Concord Chorus Ltd. said Thursday that it has ruled out raising its "final" all-cash offer of $1.25 per share for rival music rights company Hipgnosis Songs, which leaves only an improved bid by private equity firm Blackstone in the running to buy it.
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May 09, 2024
BBVA €12B Offer For TSB Owner Sabadell Turns Hostile
Spanish banking giant BBVA launched a hostile takeover of Banco de Sabadell on Thursday, approaching shareholders directly with a €12 billion ($12.8 billion) all-share deal after being rebuffed by the rival bank's board.
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May 08, 2024
Mayer Brown, Latham Steer Proficient Auto's $215M IPO
Proficient Auto Logistics Inc. on Wednesday priced a $215 million initial public offering within its range, represented by Mayer Brown LLP and underwriters' counsel Latham & Watkins LLP, in an IPO that will help the specialized freight company combine five logistics businesses into one publicly traded entity.
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May 08, 2024
Truth Social Backer's Insider Trading Alibi In Jury's Hands
A Manhattan federal jury weighed charges Wednesday against a Florida investor accused of fueling a $23 million insider trading scheme that exploited confidential plans to take Truth Social public, after the defense argued it was someone else who tipped speculators.
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May 08, 2024
99 Cents Beats Creditor Objection To Get OK On $61M DIP
A Delaware bankruptcy judge on Wednesday approved discount store 99 Cents Only's full $60.8 million Chapter 11 financing deal after rejecting a group of noteholders' objection to the relief, finding an intercreditor agreement barred the group from blocking debtor-in-possession funding.
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May 08, 2024
Cannabis Law Firm Accused Of $5M Error In Pot Shop Deal
A cannabis retailer has sued Vicente LLP in Massachusetts state court, alleging the law firm negligently drafted an amendment to a purchase agreement that prevented the company from recovering nearly $5 million in damages when the deal fell through.
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May 08, 2024
Shockwave Medical Investor Challenges $13B Deal With J&J
A shareholder of cardiovascular treatment company Shockwave Medical Inc. is attempting to halt the company's "unfair" $13 billion proposed transaction with Johnson & Johnson by filing a securities suit, saying the transaction will only benefit company insiders and damage public shareholders.
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May 08, 2024
Icahn, Xerox Investors Settle Nixed HP Merger Suit For $2.2M
Carl Icahn will pay $2.2 million to Xerox under an agreement reached with a pair of the company's stockholders, who accused the billionaire investor in a consolidated shareholder derivative lawsuit of trading on non-public information regarding Xerox's now-doomed bid to acquire HP Inc. for $33 billion.
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May 08, 2024
Japanese Crypto Exchange Coincheck Eyes US Listing In '24
Simpson Thacher-led Japanese cryptocurrency exchange Coincheck Group BV plans to complete a long-awaited merger with a special-purpose acquisition company by the year's second or third quarter, a combination that would make it the second U.S.-listed crypto venue.
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May 08, 2024
Reed Smith Lands Kirkland Corporate Pro In Houston
A former Kirkland & Ellis partner has joined Reed Smith LLP's Houston office as a capital markets and corporate lawyer, the firm announced Wednesday.
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May 08, 2024
Gibson Dunn Adds Ex-Wachtell, Paul Weiss Attys As Partners
Gibson Dunn & Crutcher LLP has added a former Wachtell Lipton Rosen & Katz corporate attorney and a former Paul Weiss Rifkind Wharton & Garrison LLP lawyer who specializes in liability management as partners in New York, the firm has announced.
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May 08, 2024
HSF, Ashurst-Led Ardonagh Buys Insurer For $1.5B
U.K. insurance broker Ardonagh Group Ltd. said on Wednesday it has agreed to acquire Australia-based PSC Insurance Group Ltd. in a transaction worth $2.25 billion Australian dollars ($1.48 billion), to help it expand into new markets.
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May 07, 2024
Novant CEO Vows To Improve Hospitals Facing FTC Scrutiny
Novant Health kicked off its defense Tuesday in the Federal Trade Commission's $320 million merger challenge with testimony from its longtime CEO, who vocalized the health system's promise to reinvest in the two struggling hospitals at the center of the case.
Expert Analysis
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What Cos. Evaluating M&A Can Glean From Latest HSR Report
The recently released Hart-Scott-Rodino report for fiscal year 2022 helps unearth important data points for companies as they evaluate potential transactions, including that, despite a historically low enforcement rate, the number of actions exceeds the number of second requests for the first time in nearly 20 years, say Ryan Quillian and John Kendrick at Covington.
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Ch. 11 Ruling Highlights 'Two-Step' Challenges In 4th Circ.
A North Carolina bankruptcy court’s recent ruling in Bestwall’s Chapter 11 case, and the decision's interpretation of Fourth Circuit law, suggests that, compared to other circuits, it may be more difficult to dismiss so-called Texas Two-Step bankruptcy cases within the Fourth Circuit, say Brittany Falabella and Kollin Bender at Hirschler Fleischer.
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Chancery's Sears Ruling Clarifies Stockholder Duties
In a recent landmark decision involving stockholders of Sears Hometown and Outlet Stores, the Delaware Chancery Court addressed for the first time what precise duties a controlling stockholder owes, highlighting that controller interference with board action is not per se invalid and that enhanced scrutiny is a reasonableness test, say Christopher Chuff and Taylor Bartholomew at Troutman Pepper.
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The Legal Industry Needs A Cybersecurity Paradigm Shift
As law firms face ever-increasing risks of cyberattacks and ransomware incidents, the legal industry must implement robust cybersecurity measures and privacy-centric practices to preserve attorney-client privilege, safeguard client trust and uphold the profession’s integrity, says Ryan Paterson at Unplugged.
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5 Reasons Associates Shouldn't Take A Job Just For Money
As a number of BigLaw firms increase salary scales for early-career attorneys, law students and lateral associates considering new job offers should weigh several key factors that may matter more than financial compensation, say Albert Tawil at Lateral Hub and Ruvin Levavi at Power Forward.
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How Biotech Deals May Help Competition, Despite FTC View
The Federal Trade Commission's complaint against Sanofi's proposed partnership with Maze Therapeutics highlights increasing skepticism of so-called killer acquisitions, but a closer look reveals potentially legitimate reasons behind why entities might decide to delay or abandon the development of acquired products, say consultants at Analysis Group.
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Series
Playing Competitive Tennis Makes Me A Better Lawyer
My experience playing competitive tennis has highlighted why prioritizing exercise and stress relief, maintaining perspective under pressure, and supporting colleagues in pursuit of a common goal are all key aspects of championing a successful legal career, says Madhumita Datta at Lowenstein Sandler.
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Series
The Pop Culture Docket: Judge Djerassi On Super Bowl 52
Philadelphia Court of Common Pleas Judge Ramy Djerassi discusses how Super Bowl 52, in which the Philadelphia Eagles prevailed over the New England Patriots, provides an apt metaphor for alternative dispute resolution processes in commercial business cases.
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Reverse Merger Tips For Biotechs After SEC's Recent Actions
Several recent U.S. Securities and Exchange Commission developments could limit the viability of reverse mergers for biotech companies, and will require additional creativity and analysis for private companies looking to go public, say attorneys at Orrick.
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What R&W Insurance Access Means For Small-Cap M&A
As a slowdown in mergers and acquisitions has increased insurer appetite for underwriting small-cap transactions, buyers of small and midsize enterprises stand to benefit from easier access to representations and warranties insurance, which can add protection and reassurance for all parties involved in a deal, say Caroline Thee and Ewelina Mikocewicz at Taft Stettinius.
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Del. Dispatch: Efforts Clause Trumps Contractual Right
The Delaware Court of Chancery's Chordia v. Lee ruling this month — that the efforts clause set forth in a stockholders' agreement overrode the acquired company's right to fire its officers and employees — highlights key considerations for parties in such agreements to avoid post-acquisition disputes, say attorneys at Fried Frank.
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Employee Experience Strategy Can Boost Law Firm Success
Amid continuing business uncertainty, law firms should consider adopting a holistic employee experience strategy — prioritizing consistency, targeting signature moments and leveraging measurement tools — to maximize productivity and profitability, says Haley Revel at Calibrate Consulting.
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Competing In Triathlons Makes Me A Better Lawyer
While practicing law and competing in long-distance triathlons can make work and life feel unbalanced at times, participating in the sport has revealed important lessons about versatility, self-care and perseverance that apply to the office as much as they do the racecourse, says Laura Heusel at Butler Snow.
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Notes Of Interest From 5th Circ. Illumina-Grail Merger Ruling
Attorneys at Simpson Thacher consider the Fifth Circuit's recent decision upholding the Federal Trade Commission's challenge of the Illumina merger with Grail, its much-needed boost to the Biden administration's antitrust agenda, and some silver linings the decision offers to merging parties.
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Where Justices Stand On Chevron Doctrine Post-Argument
Following recent oral argument at the U.S. Supreme Court, at least four justices appear to be in favor of overturning the long-standing Chevron deference, and three justices seem ready to uphold it, which means the ultimate decision may rest on Chief Justice John Roberts' vote, say Wayne D'Angelo and Zachary Lee at Kelley Drye.