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Mergers & Acquisitions
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April 26, 2024
Law360 Reveals Titans Of The Plaintiffs Bar
In the past year, plaintiffs have won settlements and judgments for millions and billions of dollars from companies such as Wells Fargo, Goldman Sachs, Facebook and Fox News, with many high-profile cases finally wrapping up after years of fighting. Such cases — involving over-the-top compensation packages, chemical contamination, gender discrimination and data mining — were led by attorneys whose accomplishments earned them recognition as Law360's Titans of the Plaintiffs Bar for 2024.
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April 26, 2024
TikTok Ban Reveals Congress' Power In Place Of CFIUS Limits
The new law calling for TikTok's Chinese parent company to sell the app or get banned in the U.S. reflects the limits of national security reviews and shows how Congress and the president may bolster, or circumvent, them going forward.
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April 26, 2024
Ex-BP Manager Charged With TravelCenters Insider Trading
A former senior manager at BP PLC on Friday became the second person accused by the U.S. Department of Justice and the U.S. Securities and Exchange Commission of engaging in insider trading over the British oil and gas company's $1.3 billion planned acquisition of TravelCenters of America Inc.
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April 26, 2024
Crypto Mining Co. Execs Face Suit Over Merger Shortcomings
Executives and directors of crypto mining company Hut 8 have been hit with a shareholder derivative suit claiming they failed to disclose the severe financial and operational issues of a company Hut 8 merged with last year, later revealed in a short-seller's report.
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April 26, 2024
Wash. Judge Doubts He Can Block Kroger Merger
A Washington state judge expressed "serious doubts" Friday he could block the $24.6 billion Kroger and Albertsons merger but declined to dismiss the state attorney general's lawsuit seeking to derail the deal, saying that the state still had more narrowly tailored remedies to address its anti-competition concerns.
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April 26, 2024
FTC's Bedoya Says Labor Concerns In Mergers Matter
Federal Trade Commissioner Alvaro Bedoya said Friday that it's important for enforcers to consider the impact mergers can have on labor, even if they never did in the past, contending that concentration can lead to lower wages and dangerous working conditions.
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April 26, 2024
Republic First Bank Fails In Biggest Bust Since 2023 Turmoil
Republic First Bank, a roughly $6 billion bank based in Philadelphia, was shuttered Friday by Pennsylvania state banking regulators and sold to Fulton Bank NA, capping off a prolonged decline that only worsened in the wake of last spring's regional bank failures.
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April 26, 2024
Storm Clouds Gather Over Delaware's Business Haven Rep
Storm clouds have closed around Delaware's often staid annual corporation law update, with one prominent firm publicly citing this week a perception that Delaware judges have adopted an "increasingly suspicious or negative tone" toward boards, management and the corporate bar, potentially jeopardizing the state's business haven status.
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April 26, 2024
L Catterton Buys Majority Stake In KIKO Milano At $1.5B Value
Private equity firm L Catterton said Friday it has agreed to buy a majority stake in the Percassi family's beauty brand KIKO Milano, in a deal steered by Italian law firms Bonelli Erede Lombardi Pappalardo and Gatti Pavesi Bianchi Ludovici, respectively, along with several additional consultants and financial advisers.
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April 26, 2024
Therapy Co. SPAC Investors To Settle Del., Ill. Merger Suits
An attorney for a blank-check company that took ATI Physical Therapy Inc. public told Delaware's Court of Chancery it has agreed to settle two proposed stockholder class actions in conjunction with pending federal class and derivative suits in the Northern District of Illinois.
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April 26, 2024
Wachtell Guides Apollo On $1.85B Deal For Minerals Co.
Wachtell Lipton Rosen & Katz-led Apollo Global Management has agreed to purchase Morrison Foerster LLP-advised U.S. Silica Holdings Inc. at a $1.85 billion enterprise value, the producer of commercial silica disclosed Friday, sending its stock soaring more than 20%.
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April 26, 2024
Kirkland Steers $5B US Bid For Latham-Led Cybersecurity Biz
British cybersecurity company Darktrace said Friday that it has agreed to accept a bid of approximately $5.3 billion to take it private from U.S. private equity firm Thoma Bravo, in a deal steered by Kirkland & Ellis LLP and Latham & Watkins LLP.
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April 26, 2024
Anglo American Snubs BHP's £31B Takeover Bid
Multinational miner Anglo American said Friday that it has rejected a £31.1 billion ($39 billion) takeover bid from its Australian heavyweight rival, BHP Group, saying the offer "significantly undervalues" the company and its prospects.
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April 25, 2024
McDermott Judge U-Turns, Says Some Investors Deserve Cert.
A Texas federal magistrate judge reversed his recommendation that investors be denied class certification in litigation over McDermott International's $6 billion merger with Chicago Bridge & Iron, saying a former CB&I shareholder class "should be certified now" and a putative McDermott stock purchaser class be created for subsequent consideration.
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April 25, 2024
Outlets Ask Fla. Court To Toss Trump's $1.5B Truth Social Suit
Several news outlets that were sued by Donald Trump's social media company over reports that it lost $73 million following a merger have urged a Florida state court to dismiss the lawsuit, saying defamation wasn't sufficiently alleged and the articles were substantially true.
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April 25, 2024
Zendesk Beats Shareholders' Suit Over $10B PE Takeover
Zendesk Inc. has defeated a securities class action in California federal court accusing the customer service software company of undervaluing itself to get a $10.2 billion go-private merger with private equity firms approved by Zendesk shareholders.
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April 25, 2024
FCC OKs $1.35B T-Mobile, Mint Deal With Unlocked Phones
The Federal Communications Commission on Thursday approved T-Mobile's $1.35 billion purchase of Ka'ena, the parent company of Hollywood actor Ryan Reynolds' wireless brand Mint Mobile, adopting as a condition for approval the carrier's commitment to more quickly "unlocking" its phones so they can be transferred between service providers.
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April 25, 2024
Chancery Seeks More Info About Bond In Truth Social Case
A Delaware vice chancellor said Thursday she needs more information from the sponsor of the blank-check company that took Donald Trump's Truth Social public about a bond it requested during litigation with some of the company's stockholders.
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April 25, 2024
Deals Rumor Mill: Paramount, Salesforce, ShipBob
Sony and Apollo Global Management may make a joint bid for Paramount Global, Salesforce Inc. has abandoned its effort to potentially buy data-management software company Informatica, and e-commerce fulfillment service provider ShipBob Inc. is readying an IPO. Here, Law360 breaks down these and other notable deal rumors from the past week.
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April 25, 2024
Standard General Claims Racial Bias By FCC In Tegna Deal
Hedge fund manager Soo Kim is suing the Federal Communications Commission and a cadre of media players over what he calls a racially charged conspiracy to block his fund's $8.6 billion purchase of media company Tegna, claiming the agency discriminated against him when it sidelined the deal last year.
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April 25, 2024
Antitrust Enforcers Warn FERC About Ownership Overlaps
The Federal Trade Commission and the U.S. Department of Justice warned energy regulators Thursday about competitive risks that can arise from investment firms that own stakes in multiple electric utilities, even if they don't have controlling interests.
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April 25, 2024
NC Hospital Leader Condemns FTC's Merger Block Bid
The chief of staff for a North Carolina hospital in the midst of a merger battle ripped the care facility's current owners Thursday in a show of support for new ownership, pleading for federal antitrust regulators to get out of the way lest they usher in "a year long death marked by suffering" for the hospital.
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April 25, 2024
UK Antitrust Arm Frontloads In-Depth Merger Probes
U.K. antitrust authorities finalized extensive changes Thursday to their in-depth merger probes, with an emphasis on frontloading the process for sooner — and more informal — talks with companies under investigation.
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April 25, 2024
T-Mobile, EQT Form Joint Venture To Acquire Fiber Biz
T-Mobile and private equity shop EQT on Thursday announced that they have entered into a joint venture, under which T-Mobile will invest $950 million at closing, to purchase fiber-to-the-home platform Lumos from one of EQT's previous infrastructure funds, in a deal built by at least three firms.
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April 25, 2024
Ex-Burns & Levinson Life Sciences Chair Joins Polsinelli
Polsinelli PC announced that the former life sciences co-chair at New England firm Burns & Levinson LLP has joined its Boston office as a shareholder.
Expert Analysis
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Preparing Law Students For A New, AI-Assisted Legal World
As artificial intelligence rapidly transforms the legal landscape, law schools must integrate technology and curricula that address AI’s innate challenges — from ethics to data security — to help students stay ahead of the curve, say Daniel Garrie at Law & Forensics, Ryan Abbott at JAMS and Karen Silverman at Cantellus Group.
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Sellers Seeking Best Deal Should Focus On Terms And Price
Rising interest rates and a decline in the automotive mergers and acquisitions market mean that a failed deal carries greater stakes, and sellers therefore should pursue not only the optimum price but also the optimum terms to safeguard their agreement, says Joseph Aboyoun at Fox Rothschild.
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General Counsel Need Data Literacy To Keep Up With AI
With the rise of accessible and powerful generative artificial intelligence solutions, it is imperative for general counsel to understand the use and application of data for myriad important activities, from evaluating the e-discovery process to monitoring compliance analytics and more, says Colin Levy at Malbek.
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Competition Considerations From Biden's AI Executive Order
In light of President Joe Biden's recent executive order on artificial intelligence and the antitrust agencies' expansive enforcement posture, businesses in the technology and related industries should expect scrutiny, and avoid interactions that could be perceived as unlawful collaborations or exchange of competitively sensitive information, say attorneys at Hogan Lovells.
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Tips For Avoiding Disputes From M&A Earnout Provisions
Attorneys at Freshfields review key Delaware cases to outline several important considerations that may reduce the risk of an earnout dispute arising from a merger agreement and help the parties navigate disputes when they do occur.
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A Look At Successful Bid Protests In FY 2023
Attorneys at Sheppard Mullin look beyond the statistics in the U.S. Government Accountability Office’s recent annual report on bid protests, sharing their insights about nine categories of sustained protests, gained from reading every fiscal year 2023 decision in which the protester had a positive result.
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Del. Dispatch: Refining M&A Terms After Twitter Investor Suit
The Delaware Court of Chancery's recent decision in Crispo v. Musk — invalidating a merger agreement provision that has been commonly used to disincentivize buyers from wrongful merger termination — should cause target companies to consider new approaches to ensure the payment of lost premium damages, say attorneys at Fried Frank.
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Navigating Discovery Of Generative AI Information
As generative artificial intelligence tools become increasingly ubiquitous, companies must make sure to preserve generative AI data when there is reasonable expectation of litigation, and to include transcripts in litigation hold notices, as they may be relevant to discovery requests, say Nick Peterson and Corey Hauser at Wiley.
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Finding Focus: Strategies For Attorneys With ADHD
Given the prevalence of ADHD among attorneys, it is imperative that the legal community gain a better understanding of how ADHD affects well-being, and that resources and strategies exist for attorneys with this disability to manage their symptoms and achieve success, say Casey Dixon at Dixon Life Coaching and Krista Larson at Stinson.
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How 'Safe Harbor' Policy Will Modify M&A Processes
Legal practitioners should be aware that the Justice Department's "safe harbor" immunity will change the typical M&A process significantly as acquirers start embedding fraud detection into their due diligence, including a broader scope of examinations and interviews, says Jesse Silvertown at The Ledge.
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Earnout Contract Considerations After NC Good Faith Ruling
The North Carolina Supreme Court's recent Value Health Solutions v. Pharmaceutical Research decision, holding the implied covenant of good faith and fair dealing did not apply in an earnout dispute related to an asset sale, demonstrates the need for practitioners to pay careful attention to milestone concepts in M&A transactions, says Benjamin Hicks at Wagner Hicks.
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M&A Ruling Buoys Loss Calculation Method, R&W Insurance
The recent Southern District of New York decision in Taylor Precision Products v. Larimer affirms the use of EBITDA as a basis to quantify loss, highlighting the potential shortcomings of a traditional seller indemnity compared to representation and warranty insurance, say Mark Schwartz at Lockton, and William O’Neil and Gretchen Scavo at Winston & Strawn.
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Build Or Buy: Assessing Options For Starting A New Bank
Attorneys at Nelson Mullins evaluate key considerations for deciding whether to charter a new bank or purchase an existing one to implement a new business plan, as depressed stock prices, high-profile failures and regulatory stagnation create headwinds for new banks.
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Opinion
Courts Shouldn't Credit Allegations From Short-Seller Reports
Securities class actions against public companies can extend for years and lead to significant settlements, so courts should not allow such cases with allegations wholly reliant on reports by short-sellers, who have an economic interest in seeing a company's stock price decline, to proceed past the motion to dismiss stage, says Richard Zelichov at DLA Piper.
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Unlocking Value In Carve-Out M&A Transactions
Some of the largest mergers and acquisitions in 2023 were carve-out transactions, and despite their unique intricacies and challenges, these transactions offer both buyers and sellers the opportunity to generate outsized returns in an otherwise vigorously competitive landscape, when carefully planned and diligently executed, say Kevin Crews and Rami Totari at Kirkland.