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Mergers & Acquisitions
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April 02, 2024
Ex-Autonomy Exec Denies He Blew Whistle To Deflect Scandal
Autonomy's former U.S. chief financial officer denied under cross-examination Tuesday in the California criminal fraud trial of ex-CEO Michael Lynch that he brought whistleblower concerns about alleged accounting irregularities to the software company's Deloitte auditors to "cover" himself after a payroll scandal emerged in his department.
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April 02, 2024
Jon Stewart Reveals Apple's Heavy Hand In Lina Khan Chat
Federal Trade Commission Chair Lina Khan appeared on "The Daily Show" on Monday night for a wide-ranging conversation in which host Jon Stewart revealed that Apple wouldn't allow him to speak with her on a podcast related to his Apple TV+ show.
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April 02, 2024
Bally's Investor Says Takeover Bid Exploiting Weakness Of Biz
Bally's Corp. investor K&F Growth Capital has urged the board of directors for the casino operator to reject a $15-per-share takeover bid from its largest shareholder, Standard General, asserting the offer from the investment firm "woefully" undervalues the business.
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April 02, 2024
Theseus Investor Seeks Appraisal After Concentra Merger
A fund invested in clinical-stage biopharmaceutical company Theseus Pharmaceuticals Inc. has petitioned Delaware's Court of Chancery for an appraisal of the investor's 250,000 shares following Theseus' $4.05 per-share consolidation in February with Concentra Biosciences LLC.
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April 02, 2024
Axle Maker Says It's Getting Shafted On Exclusive Parts Deal
A Colorado maker of electrically powered axle components says a Michigan heavy-vehicle company broke their exclusivity agreement and is trying to replace the manufacturer with a competitor, according to a complaint removed to Colorado federal court Monday.
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April 02, 2024
Arena Group Shareholders Sue Former CEO In Delaware
Shareholders of the Arena Group — the digital publisher behind Sports Illustrated, TheStreet, Men's Journal and other brands — have sued the group's former CEO in Delaware's Court of Chancery, alleging wrongdoings ranging from fraud to gross negligence and demanding more than $10 million in compensatory damages.
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April 02, 2024
Monthly Merger Review Snapshot
Kroger and Albertsons navigated merger challenges from the Federal Trade Commission and two separate state attorneys general, Nippon Steel tried to assuage concerns from the White House down about its planned purchase of U.S. Steel, and JetBlue Airways and Spirit Airlines abandoned their merger.
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April 02, 2024
Silver Lake To Take Endeavor Group Private For $13B
Sports and entertainment company Endeavor Group Holdings Inc. said Tuesday it has agreed to be acquired by California-based private equity firm Silver Lake in a take-private deal with a $13 billion equity value.
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April 02, 2024
Latham-Led SLB To Buy ChampionX In $7.8B All-Stock Deal
Energy-focused global technology company SLB and chemistry solutions provider ChampionX Corp. said Tuesday they have agreed for SLB to purchase ChampionX in an all-stock transaction worth nearly $7.8 billion.
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April 02, 2024
A&O-Led Furnace Co. To Buy Alumina Producer For $430M
RHI Magnesita NV, an Austria-based manufacturer of industrial furnace components, has agreed to buy Resco Group, a U.S. business that produces heat-resistant materials, for up to $430 million, the companies said.
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April 01, 2024
Autonomy Paid Whistleblower $750K Over Firing, Jury Told
Autonomy's former U.S. chief financial officer testified Monday in the California criminal fraud trial of ex-CEO Michael Lynch that he was fired after blowing the whistle to British regulators about accounting irregularities, and revealed that Autonomy later paid him $750,000 to resolve his wrongful termination claims.
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April 01, 2024
Warner Bros. Directors Resign Amid DOJ Antitrust Concerns
A pair of Warner Bros. Discovery directors have resigned from the board of directors after the U.S. Department of Justice flagged potential antitrust concerns over them sitting on both the Warner Bros. board as well as the board of Charter Communications, the agency announced Monday.
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April 01, 2024
Nasdaq Sank Minority-Led SPAC's Tech Co. Merger, Suit Says
The Nasdaq Stock Market along with in-house lawyers and other executives face claims they "arbitrarily and capriciously" abused their discretion to unfairly undermine a merger plan for a minority-led special purpose acquisition company seeking to bring a minority-led technology company onto the stock market.
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April 01, 2024
Catching Up With Delaware's Chancery Court
Last week, Delaware's Court of Chancery saw a $42.5 million settlement, dismissal of two big suits with two more remanded back, and new cases from shareholders of Walt Disney, Donald Trump's Truth Social, Rivian Automotive and BarkBox.
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April 01, 2024
Sports Illustrated Hits 'Gangster' Ex-Publisher With IP Suit
The owner of Sports Illustrated alleges in a $49 million lawsuit filed Monday in Manhattan federal court that an energy drink mogul acted like a "gangster" when he became the magazine's publisher, tearing apart a long-standing licensing agreement while sabotaging the brand and holding hostage valuable intellectual property.
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April 01, 2024
Trump's Truth Social Florida Suit Leaves Del. Judge 'Agog'
A Florida lawsuit pitting Donald Trump's social media company against the two former "Apprentice" contestants who helped the former president create the Truth Social platform has flummoxed a Delaware Chancery judge, who said Monday the litigation left him "dumbfounded."
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April 01, 2024
Skillz Hid 'Rudimentary' Gaming Tech, Investors Tell 9th Circ.
Skillz Inc. investors urged the Ninth Circuit Monday to revive a consolidated proposed class action alleging the mobile-gaming company misled investors about its growth prospects surrounding its 2021 go-public merger with a special-purpose acquisition company — arguing Skillz skewed revenues and misleadingly touted its gaming technology, which was in reality "rudimentary."
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April 01, 2024
Philip Morris Loses Chancery Bid To Join Reynolds-ITG Suit
Philip Morris' "inexcusable," years-long inaction doomed its request to intervene for a cut of millions of dollars in profit adjustments, headed toward a Chancery Court trial later this year, in a dispute between two other tobacco giants over how much each party owes under a settlement with Florida, a Delaware vice chancellor ruled Monday.
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April 01, 2024
Trian Gains Support As Disney Proxy Contest Heats Up
With The Walt Disney Company's annual shareholder meeting looming, activist investor Trian Fund Management is making one final push for its fellow shareholders to vote in favor of its director nominees, on Monday announcing its candidates have received support from two "respected" institutional investors.
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April 01, 2024
Morris James Forms M&A Group With 3 Attys From Skadden
Morris James LLP has hired three attorneys from Skadden Arps Slate Meagher & Flom LLP to launch the Delaware firm's new corporate and mergers and acquisition practice and enhance its already established corporate law services, the firm said Monday.
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April 01, 2024
GE Vernova Spinoff Approved, Valued At $35.7B
General Electric Co. said its board has approved the previously announced spinoff of its electric power business GE Vernova, setting the new company up to begin trading on the New York Stock Exchange on April 2.
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April 01, 2024
Formula One Owner Buying MotoGP Racing Biz In $4.5B Deal
Formula One owner Liberty Media Corp. said Monday that it had agreed to acquire MotoGP parent company Dorna Sports SL from Bridgepoint and the Canada Pension Plan Investment Board in a deal worth €4.2 billion ($4.5 billion).
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April 01, 2024
PE Firm Advent Buying Canada's Nuvei In $6.3B Deal
Canadian fintech Nuvei Corp. said Monday it has agreed to be taken private by Advent International through an all-cash transaction that values Nuvei at approximately $6.3 billion, including debt.
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April 01, 2024
Global Tensions Stall Cross-Border Deals As Gov'ts Regroup
Global cross-border mergers and acquisitions activity has fallen steadily from its 2021 peak, in part due to geopolitical issues that attorneys say are causing governments across the globe to bolster foreign investment policies and could lead investors to shift their geographic focus.
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April 01, 2024
Masimo Rips Politan's New Attempt To Grab Board Seats
Medical technology company Masimo Corp. on Monday pushed back against activist allegations of broken governance and lack of independent oversight, saying investor Politan Capital Management LP's plans to oust its current chairman and CEO contradict shareholders' best interests.
Expert Analysis
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A Former Bankruptcy Judge Talks 2023 High Court Rulings
In 2023, the U.S. Supreme Court issued four bankruptcy law opinions — an extraordinary number — and a close look at these cases signals that changes to the U.S. Bankruptcy Code will have to come from Congress, not the courts, says Phillip Shefferly at the University of Michigan Law School.
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Series
Children's Book Writing Makes Me A Better Lawyer
Becoming a children's book author has opened doors to incredible new experiences of which I barely dared to dream, but the process has also changed my life by serving as a reminder that strong writing, networking and public speaking skills are hugely beneficial to a legal career, says Shaunna Bailey at Sheppard Mullin.
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A Review Of 2023's Most Notable Securities Litigation
There is much to be learned from the most prominent private securities cases of 2023, specifically the Tesla trial, the U.S. Supreme Court's Slack decision and the resolution of Goldman Sachs litigation, but one lesson running through all of them is that there can be rewards at the end of the line for defendants willing to go the distance, say attorneys at Fried Frank.
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4 Key Ways CFIUS Affected Private Equity In 2023
Sponsors and investment professionals should note how escalated enforcement by the Committee on Foreign Investment in the United States in 2023 affected private equity deal making and evaluate their CFIUS-related procedures in preparation for the regulator's reach to expand further next year, say attorneys at Kirkland.
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How Clients May Use AI To Monitor Attorneys
Excerpt from Practical Guidance
Artificial intelligence tools will increasingly enable clients to monitor and evaluate their counsel’s activities, so attorneys must clearly define the terms of engagement and likewise take advantage of the efficiencies offered by AI, says Ronald Levine at Herrick Feinstein.
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UK Takeover Code Changes: Key Points For Bidders, Targets
Newly effective amendments to Rule 21 of the U.K. Takeover Code, which remove legal and administrative constraints on a target operating its business in the ordinary way during an offer, will add clarity for targets and bidders, and are likely to be welcomed by both, say lawyers at Davis Polk.
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7 Enforcement Predictions For US Export Controls, Sanctions
Federal agencies' assertions of coming increases in export-control and sanctions-violations enforcement are not new, but recent improvements in resources and inter-agency cooperation allow for certain predictions about how the administration’s latest approach to enforcement may be applied going forward, say attorneys at Akin.
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8 Ways To Negotiate Improved Disgorgement Outcomes
The U.S. Securities and Exchange Commission's nearly $3.4 billion collected in disgorgements in 2023 shows that substantial disgorgement claims from regulators and law enforcement are the new norm, but corporations may be able to dramatically reduce what they owe by using eight strategies to argue for reduced net profit calculations, say experts at AlixPartners.
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Series
The Pop Culture Docket: Judge D'Emic On Moby Grape
The 1968 Moby Grape song "Murder in My Heart for the Judge" tells the tale of a fictional defendant treated with scorn by the judge, illustrating how much the legal system has evolved in the past 50 years, largely due to problem-solving courts and the principles of procedural justice, says Kings County Supreme Court Administrative Judge Matthew D'Emic.
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What Banks Should Know About FDIC Assessment Rule
Max Bonici at Venable answers questions banking organizations may have about the Federal Deposit Insurance Corp.'s recent approval of a rule implementing a special assessment on banks to recoup costs associated with protecting uninsured depositors after the bank failures earlier this year, and highlights other considerations for uninsured deposits.
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Series
Performing Music Makes Me A Better Lawyer
The discipline of performing live music has directly and positively influenced my effectiveness as a litigator — serving as a reminder that practice, intuition and team building are all important elements of a successful law practice, says Jeff Wakolbinger at Bryan Cave.
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EU Rejection Of Booking.com Deal Veers From Past Practice
The European Commission's recent prohibition of Booking's purchase of Etraveli based on ecosystem theories of harm reveals a lower bar for prohibiting nonhorizontal mergers, and may mean increased merger scrutiny for companies with entrenched market positions in digital markets, say lawyers at Linklaters.
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Breaking Down High Court's New Code Of Conduct
The U.S. Supreme Court recently adopted its first-ever code of conduct, and counsel will need to work closely with clients in navigating its provisions, from gift-giving to recusal bids, say Phillip Gordon and Mateo Forero at Holtzman Vogel.
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Mitigating Antitrust Risk Amid Increased Dealmaking Scrutiny
While deals continue to get done despite 60% of significant merger investigations in the U.S. last year concluding with a complaint or abandoned transaction, private equity firms should identify and assess potential antitrust risks and develop strategies to mitigate them early in the deal process, say attorneys at Dechert.
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Opinion
Legal Profession Gender Parity Requires Equal Parental Leave
To truly foster equity in the legal profession and to promote attorney retention, workplaces need to better support all parents, regardless of gender — starting by offering equal and robust parental leave to both birthing and non-birthing parents, says Ali Spindler at Irwin Fritchie.