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Mergers & Acquisitions
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April 17, 2024
Jury Says Caterpillar's Interference Cost Equipment Co. $100M
A jury in Delaware has rejected antitrust claims against Caterpillar but found that the equipment maker caused a defunct importer $100 million in damages by interfering with its contract to sell equipment through an online sales platform.
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April 17, 2024
Dems Uneasy Over ESPN, Fox, Warner Sports Streaming App
A pair of House Democrats have raised concerns over plans by ESPN, Fox and Warner Bros. Discovery's to combine their vast live sports portfolios into a single app, pressing the programmers for details to ensure the joint venture won't increase consumer prices and degrade licensing terms for leagues and distributors.
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April 17, 2024
Bankman-Fried Appeal May Cite Unusual Preview Testimony
Sam Bankman-Fried's appeal of his conviction and 25-year prison sentence may cite a "rather unprecedented" trial procedure in which the FTX founder gave provisional testimony before officially taking the witness stand last year, one of his attorneys said Wednesday.
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April 17, 2024
Manatt Adds NY Bankruptcy, Financial Regulatory Partners
Manatt Phelps & Phillips LLP announced that it hired a pair of experienced New York-based attorneys who focus their practices on regulatory matters as partners in its bankruptcy and financial regulatory practices.
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April 17, 2024
American Urges 1st Circ. To Reject 'Radical' JetBlue Ruling
American Airlines has told the First Circuit that a judge's "radical vision of the antitrust laws" that blocked its Northeast Alliance joint venture with JetBlue shouldn't stand, arguing that federal enforcers are relying on misleading claims and outdated precedent to prop up the lower court's mistaken conclusion.
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April 17, 2024
Loeb & Loeb Adds 2 Corporate Partners From Morrison Cohen
Loeb & Loeb LLP has announced the latest in a string of corporate hires from Morrison Cohen LLP's ranks, touting two new partners with domestic and international experience with strategic transactions.
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April 17, 2024
TPG Plugs $235M Into Supply Chain Risk Intelligence Platform
Counterparty and supply chain risk intelligence platform Sayari, advised by Manatt Phelps & Phillips LLP, on Wednesday revealed that it closed on an upsized $235 million strategic majority investment from Kirkland & Ellis LLP-advised private equity shop TPG, which will provide the company with additional capital to support continued growth.
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April 17, 2024
Vinci To Buy Controlling Stake In Edinburgh Airport For £1.3B
Vinci SA said Wednesday that one of its subsidiaries has agreed to buy a 50.01% stake in Edinburgh Airport for £1.27 billion ($1.58 billion), as the French infrastructure giant eyes growth at the Scottish flight hub.
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April 16, 2024
House Panel Takes Aim At Change Healthcare, FTC Over Hack
A House subcommittee exploring ways to boost cybersecurity in the healthcare industry on Tuesday blasted Change Healthcare for failing to take appropriate steps to block a damaging cyberattack that echoed another recent strike on critical infrastructure and the Federal Trade Commission for not stopping the provider from controlling such a large market share.
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April 16, 2024
Autonomy CEO Pressured JPMorgan Over Analyst, Jury Told
An ex-JPMorgan stock analyst testifying Tuesday in the criminal fraud trial of former Autonomy CEO Michael Lynch told jurors that the software company founder responded with hostility when his research reports questioned its growth, and that Lynch offered JPMorgan millions in business if he were taken off the Autonomy beat.
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April 16, 2024
NC Treasurer Backs FTC On Hospital Merger Challenge
North Carolina's treasurer agreed Monday that Novant Health's $320 million plan to pick up a pair of hospitals is a bad idea, throwing its weight behind the Federal Trade Commission's challenge to the deal in federal court.
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April 16, 2024
9th Circ. Upholds Tossing Skillz Gaming Tech Investor Suit
The Ninth Circuit on Tuesday upheld a decision to toss a proposed class action claiming that mobile gaming company Skillz Inc. misled investors about its technology prior to a 2021 merger with a special purpose acquisition company, ruling that issues with the gaming software do not make the company' statements false or misleading.
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April 16, 2024
Hedge Fund Asks Court To Toss REIT's Suit In Takeover Row
New York hedge fund Blackwells Capital LLC fired off the latest shot in its ongoing board takeover spat with a Texas-based hotel real estate investment trust, asking Monday for a federal judge to toss a lawsuit aimed at warding off the proxy contest.
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April 16, 2024
Ex-Minority Owner Of Commanders Sues BofA Over Team Sale
A former minority owner of the Washington Commanders has accused Bank of America and affiliated entities of conspiring with the team's former majority owner to buy 40% of the franchise at a discount, only to turn around and later sell all of it for $6 billion.
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April 16, 2024
Flyers Challenge $1.9B Hawaiian-Alaska Airlines Merger
Alaska Airlines is facing an antitrust lawsuit from flyers alleging that its proposed $1.9 billion acquisition of Hawaiian Airlines will reduce competition in the airline industry, raise prices and potentially cause layoffs.
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April 16, 2024
Barnes & Noble Education Reaches Deals To Reduce Debt
Paul Hastings LLP-advised Barnes & Noble Education Inc., which provides solutions for the education industry, on Tuesday announced that it has entered into various agreements meant to significantly strengthen its long-term financial position and reduce its debt, allowing the company to continue investing in education innovation.
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April 16, 2024
Amundi, Victory Capital Ink Strategic Partnership Agreement
France's Amundi will merge its Amundi US unit with Texas-based Victory Capital in exchange for a 26.1% stake in the latter firm, in a deal that would bolster Amundi's U.S. presence while expanding Victory's worldwide distribution channels, the asset managers said Tuesday.
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April 16, 2024
McDermott Hires 2 Partners For Global Tax Practice In Paris
McDermott Will & Emery is expanding its global tax practice group with two partners in Paris who have a track record of advising on cross-border mergers and acquisitions and tax controversies before France's tax authority, the firm announced.
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April 16, 2024
Activist Axes $3.6B SilverBow Merger Plan Amid Proxy Fight
New York-based asset manager Kimmeridge said Tuesday it has scrapped its March offer to create a $3.6 billion Eagle Ford shale operator by combining the assets of Kimmeridge Texas Gas with those of shale driller SilverBow Resources, stating it will now focus on getting its three nominees elected to SilverBow's board.
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April 16, 2024
Latham Adds 2 Simpson Thacher Attys To Its NY Office
Latham & Watkins LLP has added two attorneys from Simpson Thacher & Bartlett LLP for its New York office, one of whom joins as co-chair of its global hybrid capital practice.
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April 16, 2024
International Paper Co. To Buy UK Rival DS Smith For £5.8B
International Paper Co. said on Tuesday that it has agreed to acquire packaging provider DS Smith PLC in an all-share deal valuing the U.K. group at £5.8 billion ($7.2 billion), after fighting off a competing bid by Mondi PLC.
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April 16, 2024
HSF-Guided Hostmore To Buy TGI Fridays For £177M
British restaurant group Hostmore said Tuesday that it has agreed to acquire the American-themed casual dining business TGI Fridays for an enterprise value of £177 million ($220 million) in a deal guided by Herbert Smith Freehills LLP and Ropes & Gray LLP.
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April 15, 2024
Ex-Autonomy Exec Testifies To Handshake Deals, Backdating
Autonomy's former U.S. head of sales testified for the prosecution Monday in the criminal fraud trial of founder Michael Lynch, saying he boosted sales figures via "quid pro quo" handshake deals with customers, created pretextual emails to cover his tracks and even backdated a deal to meet revenue targets.
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April 15, 2024
Trump Media Files To Register More Shares For Potential Sale
The newly public owner of former President Trump's social media platform Truth Social filed paperwork on Monday to issue an additional 21.5 million shares and register for resale about 146 million existing shares, including a large stake owned by Trump.
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April 15, 2024
Caterpillar Dealer Calls Keep Antitrust Claims Alive Amid Trial
A Delaware federal judge doubled down Monday on his critique of arguments by Caterpillar Inc., which asked to toss antitrust and hub-and-spoke conspiracy claims from an importer that sought to disrupt the machinery industry before it went belly up.
Expert Analysis
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Series
Coaching High School Wrestling Makes Me A Better Lawyer
Coaching my son’s high school wrestling team has been great fun, but it’s also demonstrated how a legal career can benefit from certain experiences, such as embracing the unknown, studying the rules and engaging with new people, says Richard Davis at Maynard Nexsen.
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What To Know About RWI In Acquisition And Divestiture Deals
As a slower pace of merger activity turns underwriters toward new industries, representations and warranties insurance policies are increasingly being written for acquisition and divestiture energy deals, making it important for contracting parties to understand how the RWI underwriting process works in this new sector, say attorneys at Haynes Boone.
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SG's Office Is Case Study To Help Close Legal Gender Gap
As women continue to be underrepresented in the upper echelons of the legal profession, law firms could learn from the example set by the Office of the Solicitor General, where culture and workplace policies have helped foster greater gender equality, say attorneys at Ocean Tomo.
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The Latest Antitrust Areas For In-House Counsel To Watch
The U.S. Department of Justice and the Federal Trade Commission's increasingly aggressive approach to antitrust enforcement means in-house counsel should closely monitor five key compliance issues, say attorneys at Squire Patton.
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Navigating New Regulations In Healthcare And Other M&A
While notice requirements recently enacted in several states are focused on the healthcare industry for now, this trend could extend to other industries as these requirements are designed to allow regulators to be a step ahead and learn more about a transaction long before it occurs, say Kathleen Premo and Ashley Creech at Epstein Becker.
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Aviation Back On Course, But Keep Seat Belts Fastened
While the airline industry finally returned to profitability last year for the first time since the onset of COVID-19, and is poised for historic levels of traffic in 2024, supply chain problems and economic and geopolitical uncertainty persist — so more turbulence may lie ahead, say Kevin Lewis and Bart Biggers at Sidley.
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Del. Dispatch: Clarification On Fiduciary Duties Of Controllers
The Delaware Chancery Court’s January opinion in a Sears Hometown and Outlet Stores' stockholder dispute — holding that a controlling stockholder owes the company and minority shareholders some fiduciary duties when selling shares or voting to change the status quo — suggests instances where investors opposing board decisions should tread carefully, say attorneys at Fried Frank.
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Healthcare Collabs Can Alleviate Labor, Antitrust Challenges
Two major challenges facing hospitals and health systems include labor shortages and increased antitrust scrutiny at both federal and state levels, but collaborative efforts may help with addressing these difficulties, says Sumaya Noush at McDermott.
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Reimagining Law Firm Culture To Break The Cycle Of Burnout
While attorney burnout remains a perennial issue in the legal profession, shifting post-pandemic expectations mean that law firms must adapt their office cultures to retain talent, say Kevin Henderson and Eric Pacifici at SMB Law Group.
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Assessing Merger Guideline Feedback With Machine Learning
Large language modeling appears to show that public sentiment matches agency intent around the new merger control guidelines from the Federal Trade Commission and U.S. Justice Department, says Andrew Sfekas at Cornerstone Research.
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Series
Competing In Dressage Makes Me A Better Lawyer
My lifelong participation in the sport of dressage — often called ballet on horses — has proven that several skills developed through training and competition are transferable to legal work, especially the ability to harness focus, persistence and versatility when negotiating a deal, says Stephanie Coco at V&E.
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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.