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Mergers & Acquisitions
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March 19, 2024
Ropes & Gray Adds Former Cooley Antitrust Partner In DC
Ropes & Gray LLP has added a longtime Cooley LLP partner who has helped guide some of the largest corporate mergers and acquisitions in recent years, some of which totaled multiple billions of dollars, the firm announced Monday.
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March 19, 2024
IFF Selling Pharma Unit To French Co. Roquette In $2.85B Deal
IFF, a maker of ingredients and additives for food, health and home-based products, said Tuesday it has agreed to sell its Pharma Solutions business to French plant-based ingredient maker Roquette at an enterprise value of up to $2.85 billion.
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March 19, 2024
Brokerage Owner Hid Compliance Woes Before Sale, Suit Says
Financial services company Arete Wealth Inc. has sued the previous owner of a brokerage firm it acquired, claiming the former owner papered over widespread compliance issues at his firm that ultimately led to an "onslaught of costly arbitrations" after the sale closed.
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March 19, 2024
Diversified Energy To Buy Gas Assets For $410M
U.S. oil producer Diversified Energy said Tuesday that it will buy natural gas assets from investment manager Oaktree Capital for $410 million, which will include hedging for protection against the fall in gas prices.
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March 19, 2024
Freshfields Guides AstraZeneca In $2.4B Pharma Co. Deal
AstraZeneca PLC said Tuesday that it will buy Fusion Pharmaceuticals, a biopharmaceutical company specializing in oncology, for up to $2.4 billion in cash to help it transform cancer treatments.
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March 18, 2024
Ex-Autonomy CEO's Fraud Trial Over $11.7B HP Deal Kicks Off
Autonomy's former CEO Michael Lynch duped HP into buying his company at the inflated price of $11.7 billion, a federal prosecutor said Monday during opening statements in the British entrepreneur's criminal trial, while Lynch's lawyer countered his client had "all the money in the world" and no motive to commit fraud.
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March 18, 2024
SEC Fines Supervisor $47K Over Revenue Inflation Claims
A former finance director of water treatment company Evoqua Water Technologies Corp. will pay the U.S. Securities and Exchange Commission nearly $47,000 to resolve claims that he was part of a scheme to inflate the company's revenue by $36 million.
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March 18, 2024
Del. Suit Details Wrongful Takeover Of Telecom System Co.
The founder and former CEO of a Florida-headquartered telecommunications infrastructure building company has sued the head of an investment firm and others Monday in Delaware's Court of Chancery, accusing them of carrying out a "fraudulent scheme" to wrest control of the business.
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March 18, 2024
Minute Media Buys Rights To Publish Sports Illustrated
Digital content business Minute Media has purchased the publishing rights for Sports Illustrated, keeping alive a longtime brand that recently obliterated its newsroom with layoffs and shut down its betting platform, according to a Monday announcement.
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March 18, 2024
Paul Hastings-Led Francisco Partners To Pay $1.2B For Jama
Tech-focused private equity investor Francisco Partners has agreed to buy Portland, Oregon-based Jama Software from shareholders including Insight Partners and Madrona Ventures for $1.2 billion, the companies said Monday.
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March 18, 2024
Latham-Led Talos Sells Carbon Capture Co. In $148M Deal
Talos Energy, represented by Latham & Watkins LLP, announced Monday it sold its entire carbon capture and sequestration business to a U.S.-based subsidiary of French multinational TotalEnergies for $148 million, citing plans to use the proceeds for loan repayment and general corporate purposes.
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March 18, 2024
Nuvei's Stock Soars On Disclosure Of Potential PE Buyout
Canadian fintech Nuvei Corp. said it has formed a special committee to evaluate strategic options after reports indicated that private equity firm Advent International is pursuing a buyout, developments that led to a more than 33% jump in the company's stock Monday.
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March 18, 2024
NYSE Moves To Boot Wilbur Ross-Backed SPAC
Ross Acquisition Corp. II, a special-purpose acquisition company founded by former U.S. Commerce Secretary Wilbur Ross, disclosed Monday the New York Stock Exchange has suspended trading of its shares and began the delisting process after the SPAC failed to complete a merger within the required three-year time frame.
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March 18, 2024
Catching Up With Delaware's Chancery Court
Multimillion-dollar e-cigarette settlements, $4 billion in stock buybacks and a $6.1 million appraisal tweak were among the big-dollar items logged in the Delaware Court of Chancery's ledger last week. Also on the docket: a Panama port project, a news outlet's defamation case, drone disputes and a flood of mail from Tesla shareholders. In case you missed it, here's all the latest from the Chancery Court.
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March 18, 2024
Ex-CEO Sues Trump-Tied SPAC For Litigation, Probe Fees
A director and former CEO of Donald Trump-tied Digital World Acquisition Corp. has sued the venture in Delaware's Court of Chancery, seeking legal fee advancements from DWAC for costs arising from federal probes, lawsuits in multiple states and potential fiduciary breach claims.
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March 18, 2024
Proskauer Guides $58M Sale Of Seattle Reign NWSL Team
The National Women's Soccer League's Seattle Reign FC will fall under new ownership as a group including men's soccer franchise Seattle Sounders FC and private equity giant Carlyle announced plans to buy the women's team in a deal that values it at $58 million.
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March 18, 2024
Swiss Solar Energy Biz To Raise $226M For US Expansion
Solar panels maker Meyer Burger said Monday that it is planning to raise approximately 200 million Swiss francs ($226 million) in equity Tuesday to benefit from "the highly attractive U.S. market" and to "stop sustained losses in Europe."
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March 18, 2024
Pfizer To Reduce Stake In Haleon To 24% Through Share Sale
Haleon PLC said Monday that U.S. pharmaceutical titan Pfizer Inc. will reduce its stake in the British consumer healthcare company to 24%.
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March 15, 2024
Judge Asks Colo. Why Grocery Merger Case Can't Wait
A state judge in Denver has asked Colorado enforcers why they need to have a hearing on their bid to block Kroger's planned $24.6 billion purchase of fellow grocery store giant Albertsons before other hearings in challenges from federal enforcers and Washington state.
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March 15, 2024
Hospitals Say Constitutional Defenses Valid In FTC Merger Row
Two North Carolina hospital systems shot back at the Federal Trade Commission's contention that constitutional defenses are immaterial to the agency's challenge of a $320 million merger plan, arguing that case law shows that striking the positions would be premature.
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March 15, 2024
PE Has Heightened Appetite For Deals Versus Corporates
Private equity players had a greater appetite for large deals compared to their corporate counterparts moving into 2024, and they also anticipated hashing out a higher number of them, according to a report from software company SS&C Intralinks.
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March 15, 2024
Disney Star Takes Zee To Arbitration Over Sports-Airing Pact
The Walt Disney Co.-owned Star India has begun proceedings in the London Court of International Arbitration against broadcaster Zee Entertainment Enterprises for failing to meet terms of an agreement related to the airing of certain cricket matches, Zee disclosed Friday.
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March 15, 2024
Marathon Digital Pays $87.3M For Bitcoin-Mining Data Center
Bitcoin-mining company Marathon Digital Holdings Inc., advised by Paul Weiss Rifkind Wharton & Garrison LLP, on Friday announced it is buying Lowenstein Sandler LLP-led Applied Digital Corp.'s bitcoin-mining data center in Texas for a net purchase price of $87.3 million.
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March 15, 2024
Onix Networking Buyer Sues Seller In Del. Alleging Deal Fraud
A private equity firm that bought Onix Networking Corp. in 2022 has sued the company's former owners in Delaware's Court of Chancery to rescind part of the deal, alleging seller fraud and misrepresentation of annual revenues by "tens of millions of dollars."
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March 15, 2024
French Shipper Boosts Media Division With €1.6B Altice Deal
French shipping giant CMA CGM on Friday announced that it has agreed to buy Altice Media, France's third-largest private-sector media group, for a total enterprise value of €1.55 billion ($1.69 billion) in an effort to beef up its media division.
Expert Analysis
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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.
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Mallory Ruling Leaves Personal Jurisdiction Deeply Unsettled
In Mallory v. Norfolk Southern Railway, a closely divided U.S. Supreme Court recently rolled back key aspects of its 2017 opinion in Daimler AG v. Bauman that limited personal jurisdiction, leaving as many questions for businesses as it answers, say John Cerreta and James Rotondo at Day Pitney.
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What Constitutes A Sale Of 'All' Company Assets In Del.
The recent ruling in Altieri v. Alexy by the Delaware Chancery Court is a useful reminder of the facts-intensive and nuanced nature of the judicial analysis as to what constitutes a sale of all or substantially all of a company's assets, and provides helpful guidance as to the factors the court views as most critical in making the determination, say attorneys at Fried Frank.
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5 Ways Firms Can Rethink Office Design In A Hybrid World
As workplaces across the country adapt to flexible work, law firms must prioritize individuality, amenities and technology in office design, says Kristin Cerutti at Nelson Worldwide.
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How To Avoid Flopping When Flipping Fla. Real Estate
As land prices rise, Florida real estate developers are increasingly contracting to flip property to other purchasers for a profit, and they should carefully consider the unique risks and issues associated with the different forms that the process can take, says Gary Kaleita at Lowndes.
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Opinion
Congress Should Curb FTC Pattern Of Consent Order Abuse
In upcoming hearings, Congress should recognize that the Federal Trade Commission’s intrusive investigation of Twitter is part of a growing pattern of consent order abuse, which will continue to harm consumers, companies and the agency itself unless lawmakers step in, says former FTC chief technologist Neil Chilson, now at the Center for Growth and Opportunity.