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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joint venture with JetBlue shouldn't stand, arguing that federal enforcers are relying on misleading claims and outdated precedent to prop up the lower court's mistaken conclusion.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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Time To Step Up PFAS Due Diligence In Cross-Border M&A
Regulations in the U.S. and EU governing per- and polyfluoroalkyl substances will likely evolve to become global standards out of necessity and scale, so PFAS due diligence — particularly for buyers, sellers, and lenders and investors involved in multijurisdictional mergers and acquisitions — will be essential in 2024, say attorneys at Shipman & Goodwin.
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What Can Be Learned From Adobe-Figma Merger Termination
The Competition and Markets Authority’s role in the recent termination of the proposed Adobe-Figma merger deal indicates the regulator's intention to be seen as a strong enforcer in the technology sphere, and serves as a warning for companies to address antitrust risks early on in the merger process, say Deirdre Taylor and Molly Heslop at Gibson Dunn.
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Wachtell-X Ruling Highlights Trend On Arbitrability Question
A growing body of case law, including a California state court's recent decision in X Corp. v. Wachtell, holds that incorporation of specific arbitral body rules in an arbitration provision may in and of itself constitute clear and unmistakable evidence of delegation of arbitrability to an arbitrator, and thus such clauses should be drafted carefully, say attorneys at Norton Rose.
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7 E-Discovery Predictions For 2024 And Beyond
The legal and technical issues of e-discovery now affect virtually every lawsuit, and in the year to come, practitioners can expect practices and policies to evolve in a number of ways, from the expanded use of relevancy redactions to mandated information security provisions in protective orders, say attorneys at Littler.
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Consider A Key Insurance Tool For Environmental M&A Deals
Transactional liability insurance can be a useful risk allocation tool for completing mergers and acquisitions in the renewable energy and climate and clean technology sectors, though policies must be structured carefully to achieve maximum coverage, say Joseph Castelluccio and Paul de Bernier at Mayer Brown.
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2 FCPA Settlements Illuminate Self-Disclosure, Disgorgement
Two of last year’s Foreign Corrupt Practices Act settlements — with biomedical company Lifecore and mining company Corsa Coal — suggest that the government will be much more flexible in negotiating disgorgement amounts if an entity voluntarily self-discloses misconduct, say Michael Gilbert and Lucas Amodio at Sheppard Mullin.
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Opinion
Conflicts Abound When Activist Short-Sellers Publish Reports
The self-serving relationship between activist short-sellers and plaintiff-side litigators is conflict-ridden and hinders the fact finder's impartiality when a short report forms the basis for lead plaintiffs' allegations, say Nessim Mezrahi and Stephen Sigrist at SAR.
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Financing Healthcare Deals In Uncertain Markets This Year
As challenges to closing and financing new deals prevail into 2024, lenders in new healthcare transactions are talking about alternative approaches for sponsors to consider, such as private credit alternatives and utilization of junior capital, say attorneys at McDermott.
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Copyright And Generative AI Developments To Watch In 2024
This year could bring clarity to critical copyright issues raised by the recent surge of development in generative AI platforms, as Congress continues its legislative focus in this area and litigation tests theories of liability, say Joshua Weigensberg and Felicity Kohn at Pryor Cashman.
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5 Litigation Funding Trends To Note In 2024
Over the next year and beyond, litigation funding will continue to evolve in ways that affect attorneys and the larger litigation landscape, from the growth of a secondary market for funded claims, to rising interest rates restricting the availability of capital, says Jeffery Lula at GLS Capital.
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Antitrust And ESG: Maximizing Targets, Ensuring Compliance
Jennifer McAlpin at Verizon and Michaela Spero at Amadeus consider the convergence of antitrust and environmental, social and corporate governance factors, providing an executive overview of areas to watch, including mergers and acquisitions, as well as practical implementation tips for general counsel.
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4 Legal Ethics Considerations For The New Year
As attorneys and clients reset for a new year, now is a good time to take a step back and review some core ethical issues that attorneys should keep front of mind in 2024, including approaching generative artificial intelligence with caution and care, and avoiding pitfalls in outside counsel guidelines, say attorneys at HWG.
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SEC Case May Expand Scope Of Insider Trading Liability
The U.S. Securities and Exchange Commission's first-of-its-kind enforcement action against an individual in a case involving "shadow trading" demarcates an expansion of insider trading liability to circumstances in which there is a market connection between the source of information and the issuer of the securities traded, say attorneys at Steptoe.
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What The Law Firm Of The Future Will Look Like
As the legal landscape shifts, it’s become increasingly clear that the BigLaw business model must adapt in four key ways to remain viable, from fostering workplace flexibility to embracing technology, say Kevin Henderson and Eric Pacifici at SMB Law Group.
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The Year Ahead In Foreign Investment And National Security
In 2024, expect the Committee on Foreign Investment in the United States, already at the forefront of addressing national security threats, to increase monitoring and enforcement related to outbound investment, focus on supply chain resilience in nondefense sectors, and heighten oversight of agricultural transactions, say attorneys at Holland & Knight.