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Mergers & Acquisitions
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March 01, 2024
MediaMath Floats Ch. 11 Dismissal After $22M Sale Of Assets
Bankrupt adtech company MediaMath Holdings Inc. asked a Delaware bankruptcy judge to end its Chapter 11 case and allow it to dissolve, because it's sold off basically all it had for $22 million and there's nothing left to reorganize.
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March 01, 2024
Network Co. Directors Sue In Chancery To Stop Power Grab
A power struggle at network connectivity services provider PacketFabric Inc. hit Delaware's Court of Chancery on Thursday, with an investor and two directors suing for a court declaration that they are still members of the board.
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March 01, 2024
FTC Attacks Constitutional Defenses In Hospital Merger Fight
The Federal Trade Commission has urged a federal court to trim Novant Health's defenses in the agency's challenge of a $320 million plan to buy two North Carolina hospitals, citing case law holding that constitutional arguments are immaterial to the court's consideration of an antitrust injunction bid.
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March 01, 2024
Off The Bench: NCAA Loses On NIL, DC Wins With Stadium
In this week's Off The Bench, a judge unlocked the door to name, image and likeness money for college athletes, Shaquille O'Neal's Hollywood debut still rings true three decades later, and D.C. clears an early legislative hurdle in its bid to bring back its namesake NFL team. If you were on the sidelines over the past week, Law360 is here to clue you in on the biggest sports and betting stories that had our readers talking.
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March 01, 2024
Thoma Bravo Ups Everbridge Deal Size By $300M, To $1.8B
Cooley LLP-advised software company Everbridge said Friday that Kirkland & Ellis LLP-led Thoma Bravo has agreed to up its proposed acquisition of Everbridge to $35 per share from $28.60, boosting Everbridge's implied value on the transaction from $1.5 billion to $1.8 billion and sending its stock soaring an additional 25%.
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March 01, 2024
Real Estate Group Of The Year: Simpson Thacher
Thanks to its role advising on multiple deals north of the $10 billion mark, Simpson Thacher & Bartlett LLP has earned a spot as one of Law360's 2023 Real Estate Groups of the Year.
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March 01, 2024
Hogan Lovells, Choate Guide Pro Pickleball Merger To Close
Hogan Lovells and Choate Hall & Stewart LLP are the law firms that represented MLP by Margaritaville and Carvana PPA Tour, respectively, in their newly closed, $75 million-backed pro pickleball merger, Law360 learned Friday.
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March 01, 2024
SPAC New Energy One To Wind Up Amid UK Deal Drought
Blank-check company New Energy One said Friday it has decided to dissolve itself as it could not acquire a target business since it listed on the London Stock Exchange in March 2022, because of "challenging U.K. public equity market conditions."
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March 01, 2024
Taxation With Representation: Pillsbury, Cleary Gottlieb
In this week's Taxation with Representation, First Advantage Corp. acquires Sterling Check Corp., International Game Technology spins off two subsidiaries, Disney merges its media operations in India with Reliance Industries, and Atlas Energy Solutions purchases Hi-Crush.
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March 01, 2024
Reed Smith, DLA Piper Guide ITV On £255M Sale To BBC
British broadcaster ITV said Friday that it has sold its entire 50% stake in an overseas streaming service, BritBox International, to its joint venture partner BBC Studios for £255 million ($322 million) as it aims to concentrate on its U.K. operations and reward shareholders.
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February 29, 2024
Chancery Preserves Class Suit Over Microsoft-Activision Deal
An Activision Blizzard shareholder that sued in Delaware's Court of Chancery over the company's $68.7 billion sale to Microsoft Corp. got the nod Thursday to move forward with the proposed class action that alleges the merger process may have violated Delaware law.
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February 29, 2024
Lordstown To Pay $25M In SEC Probe Of Overhyped EVs
Bankrupt automaker Lordstown Motors Corp. has agreed to return $25.5 million to shareholders who were allegedly drawn in by false assurances that the company had secured tens of thousands of pre-orders for electric trucks that it didn't even have the parts to build, the U.S. Securities and Exchange Commission announced Thursday.
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February 29, 2024
Stolen Funds Render FTX Clawback Moot, Embed Parties Say
Parties associated with stock trading platform Embed Financial Technologies told a Delaware bankruptcy judge Thursday that defunct cryptocurrency exchange FTX Trading Ltd. can't claw back $240 million from a prepetition acquisition because the funds used to buy Embed were stolen from FTX customers.
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February 29, 2024
Tenet To Sell 2 Calif. Hospitals To Adventist For $550M
Tenet Healthcare Corp. is selling two of its hospitals on the central California coast to health system Adventist Health for around $550 million, the two announced Thursday.
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February 29, 2024
STB, CSX Tell Justices To Reject Norfolk Southern Appeal
Norfolk Southern Railway Co. has taken its contentious battle to have itself declared immune to a rival's antitrust suit to the U.S. Supreme Court, but the competitor that's suing it and the regulator who declared it not exempt are both asking the justices to leave well enough alone.
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February 29, 2024
Diamondback Board Conflicted In OK'ing $26B Deal, Suit Says
Shareholders of Diamondback Energy Inc. have hit the company and its directors in Delaware's Chancery Court with a proposed class action, claiming its board members wrongfully voted in their own self-interest when approving Diamondback's $26 billion acquisition of another energy company with terms that will give the board members control over their reelection.
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February 29, 2024
Discover Deal Prompts Dems To Seek Bank Merger Revamp
Rep. Maxine Waters, D-Calif., the top Democrat on the House Financial Services Committee, and 15 other House Democrats are calling on federal bank regulators and the U.S. Department of Justice to quickly crack down on mergers in the wake of Capital One's recently announced $35.3 billion deal to acquire Discover Financial Services.
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February 29, 2024
Trump's Truth Social Merger Deal Lands In Del. Chancery
Plans to take former President Donald Trump's social media platform Truth Social public came under fire in two Delaware Chancery Court lawsuits Wednesday, with investors on both sides of the deal alleging that the long-delayed merger would cheat them out of their shares.
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February 29, 2024
Epstein Becker Guides Conn. Hospital, NY Nonprofit Merger
Epstein Becker Green is steering Connecticut hospital owner Nuvance Health in its planned merger with Northwell Health, New York's largest healthcare provider, a union that will create a two-state system operating under the latter nonprofit's banner.
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February 29, 2024
Deals Rumor Mill: Springer Nature, Warner Bros., ExxonMobil
Springer Nature's IPO could be valued at $9.7 billion, Warner Bros. has pulled back on Paramount negotiations, and ExxonMobil could fetch $1 billion for Argentinean assets. Here, Law360 breaks down the notable deal rumors from the past week.
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February 29, 2024
Don't Miss It: Milbank, Vedder Price Lead Month's Hot Deals
A lot can happen in the world of mergers and acquisitions over the course of a month, and it's difficult to keep up with all the deals. Here, Law360 recaps the ones you may have missed, including transactions managed by Milbank LLP and Vedder Price PC.
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February 29, 2024
Real Estate Group Of The Year: Kasowitz
Recent legal victories by the real estate practice at Kasowitz Benson Torres LLP, such as confirming SL Green Realty Corp.'s $185 million arbitral award against Chinese conglomerate HNA Group and keeping the Hotel Chelsea's suit over a revoked building permit alive, earned the team a spot among Law360's 2023 Real Estate Groups of the Year.
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February 29, 2024
Monthly Merger Review Snapshot
The Federal Trade Commission challenged Kroger's $24.6 billion bid for Albertsons, Microsoft and the FTC battled over plans to lay off nearly 2,000 video game workers amid the Activision merger fight, and the alliance of ESPN, Fox and Warner Bros. Discovery drew its first challenger.
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February 29, 2024
Dechert Hires Schulte Roth's M&A, Securities Group Co-Chair
Dechert LLP has hired the co-chair of Schulte Roth & Zabel LLP's M&A and securities group as a partner to continue his work focused on a range of corporate legal issues, the firm announced Thursday.
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February 29, 2024
Bankrupt Endo To Pay $465M To Resolve Opioid Claims
Drugmaker Endo International has agreed to pay as much as $465 million to resolve criminal and civil claims stemming from its sale and marketing of a powerful opioid, and will turn over its assets to a group of secured lenders who will operate the company under a new corporate structure.
Expert Analysis
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PGA, LIV Tie-Up Might Foreshadow Future Of Women's Soccer
The pending merger between PGA Tour and LIV Golf is entirely consistent with the history of American professional sports leagues that faced upstart competitors, and is a warning about the forthcoming competition between the National Women's Soccer League and the USL Super League, says Christopher Deubert at Constangy Brooks.
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How Attys Can Avoid Exposing Their Firms To Cyberattacks
Attorneys are the weakest link in their firms' cyberdefenses because hackers often exploit the gap between individuals’ work and personal cybersecurity habits, but there are some steps lawyers can take to reduce the risks they create for their employers, say Mark Hurley and Carmine Cicalese at Digital Privacy & Protection.
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4th Circ. Ruling Continues Trend Of Insurer Bump-Up Wins
The Fourth Circuit's recent decision in Towers Watson v. National Union Fire Insurance, finding no directors and officers insurance coverage for underpayment in a reverse triangular merger, supports an emerging consensus that "acquisition" encompasses a variety of transaction types for the purposes of D&O bump-up exclusions, say Joshua Polster and Charlotte McCary at Simpson Thacher.
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Foreign Investment In Real Estate Is Getting More Complicated
Increasing federal scrutiny and a proliferation of new state laws targeting foreign investment in real estate may complicate or prevent transactions even by U.S. companies or funds that have shareholders or limited partners from China and other countries of concern, say attorneys at Akin.
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Virginia 'Rocket Docket' Slowdown Is Likely A Blip
After being the fastest or second-fastest federal civil trial court for 14 straight years, the Eastern District of Virginia has slid to 18th place, but the rocket docket’s statistical tumble doesn't mean the district no longer maintains a speedy civil docket, says Robert Tata at Hunton.
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Chancery Reaffirms Very High Bar For Board Liability On Deal
The Delaware Court of Chancery's recent decision in a Block shareholder's suit over the purchase of Tidal serves as a reminder that an independent and disinterested board will not have liability unless it did not act in good faith — even when the court strongly criticizes flawed processes and the business decision, say attorneys at Fried Frank.
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Broadcast Deal Parties, Beware In-House FCC Hearings
Potential buyers and sellers in the telecom space should take note of the recent collapse of Standard General's attempted takeover of Tegna, which could not find its way out of a procedural maze created by the Federal Communications Commission's administrative law judge review, says Dennis Corbett at Telecommunications Law Professionals.
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FTC's Amgen-Horizon Protest Raises Conglomerate Concerns
The Federal Trade Commission's challenge to Amgen Inc.'s proposed $28 billion acquisition of Horizon Therapeutics is the agency's first move in four decades based on a conglomerate theory of competitive harm, and might pose new antitrust risks for transactions beyond the pharmaceutical sector, say attorneys at WilmerHale.
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How Employers Can Prepare For Minn. Noncompete Ban
With Minnesota’s sweeping ban on noncompete agreements set to begin July 1, employers must immediately implement new strategies to protect their invaluable intellectual property, customer relationships and investment in employee training, say attorneys at Littler Mendelson.
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5 Management Tips To Keep Law Firm Merger Talks Moving
Many law firm mergers that make solid business sense still fall apart due to the costs and frustrations of inefficient negotiations, but firm managers can increase the chance of success by effectively planning and executing merger discussions, say Lisa Smith and Kristin Stark at Fairfax Associates.
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Bank Compliance Fixes, Not Fines, Are Key To Regulator Trust
Financial regulators’ recent and costly halt of TD Bank and First Horizon Bank's merger should warn banks that absorbing regulatory fines while failing to seriously correct compliance issues will not be enough to obtain regulatory cooperation when it counts, says Sam Finkelstein at the Volkov Law Group.
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Unusual SEC Order Has Lessons For Disclosure Committees
Following the U.S. Securities and Exchange Commission's settlement with DXC — involving a rare allegation faulting a disclosure committee for disclosure violations concerning non-GAAP financial measures — the need for effective and responsible disclosure committees in public companies remains paramount, says Richard Hong at Morrison Cohen.
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FTC Pharma Merger Digest May Offer Policy Clues
The Federal Trade Commission's and the U.S. Justice Department's recently published summary of the agencies' workshop on proposed changes to pharmaceutical merger analysis reads like a policy roadmap and its timing may forecast the release of new draft merger guidelines, say attorneys at Mintz.
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Rethinking In-Office Attendance For Associate Retention
The hybrid office attendance model doesn't work for all employees, but it does for many — and balancing these two groups is important for associate retention and maintaining a BigLaw firm culture that supports all attorneys, says Summer Eberhard at Major Lindsey.
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Avoiding Antitrust Enforcement In Health Care Joint Ventures
Considering the Federal Trade Commission's recent activity in challenging hospital combinations, health care companies must be mindful of antitrust considerations unique to the industry, and employ strategies to minimize enforcement risks, say attorneys at Holland & Knight.