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Mergers & Acquisitions
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April 05, 2024
US Gas Cos. Delay $7.4B Deal Closing Date Amid FTC Scrutiny
A month after a group of 50 lawmakers urged the Federal Trade Commission to investigate a recent string of mergers and acquisitions in the oil industry, the regulatory agency is putting Chesapeake Energy and Southwestern Energy's planned $7.4 billion merger under the microscope.
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April 05, 2024
Allens-Guided Experian To Acquire Peer Illion For $540M
Experian PLC has agreed to buy Australasian rival credit analyst illion for up to $820 million Australian dollars ($540 million), as the Ireland-based global financial data specialist moves to bolster its presence in the region's growing credit reporting market.
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April 05, 2024
Freshfields Reps J&J On $13.1B Deal For Shockwave Medical
Freshfields Bruckhaus Deringer-led Johnson & Johnson has agreed to buy Fenwick & West-advised Shockwave Medical Inc., a provider of a cardiovascular blood flow treatment, at an enterprise value of $13.1 billion, the companies said Friday.
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April 05, 2024
PE Firms Finding Novel Way To Grow: Merging With Peers
The first months of 2024 rang in with multiple megadeals between private equity firms and asset managers, including BlackRock's $12.5 billion Global Infrastructure Partners buy and General Atlantic's combination with Actis, highlighting a growing trend as PE firms strive to diversify their offerings to compete for limited partner dollars.
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April 05, 2024
US Food Processor JBT Preps €3.5B Bid For Icelandic Rival
Food-processing technology giant JBT Corp. said on Friday that it plans to make a recommended €3.5 billion ($3.8 billion) offer for Icelandic rival Marel HF in May.
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April 04, 2024
Pump Co. Ch. 7 Trustee's $59.7M Case Could Go Before Jury
A Chapter 7 trustee and the owners of a Connecticut pump manufacturer will square off in federal district court over claims that executives raided $59.7 million from the Nash Engineering Co.'s coffers, lined its stockholders' pockets and plunged the entity into bankruptcy to avoid paying asbestos injury claims.
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April 04, 2024
SEC Points Jury To 'Coincidence' In Shadow Trading Trial
A U.S. Securities and Exchange Commission attorney on Thursday cross-examined a former executive of pharmaceutical company Medivation about his alleged "shadow trading" in the stock of rival pharma company Incyte, pressing the executive repeatedly to assert that various facts and circumstances supporting the agency's position were merely "coincidence."
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April 04, 2024
MoneyLion's Woes Draw Del. Suit Against SPAC Insiders
Investors have sued the sponsor of a blank-check company and several of its directors and controllers in Delaware's Chancery Court, accusing them of overvaluing a merger with digital finance platform MoneyLion, which was sued by the Consumer Financial Protection Bureau in 2022.
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April 04, 2024
Snowflake Investor Accuses Brass Of Insider Trading
A Snowflake Inc. investor filed a lawsuit Thursday against the cloud data platform's leadership team, accusing company insiders of shedding over $1 billion worth of stock at inflated prices while knowing about or recklessly disregarding a scheme to misrepresent sales data following the company's $3.3 billion public debut.
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April 04, 2024
Caterpillar 'Talking Out Both Sides,' Judge Says
A Delaware federal judge chastised Caterpillar Inc. ahead of trial in a series of orders mostly siding with claims from a defunct construction equipment supplier accusing the company of pressuring an online auctioneer to break an important contract with the would-be competitor.
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April 04, 2024
Snell & Wilmer Adds Former McDermott Partner In Dallas
A former McDermott Will & Emery partner and tax specialist has joined Snell & Wilmer's Dallas office to advise clients on cross-border transactions, particularly in Latin America and Mexico.
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April 04, 2024
Kiss Sells Their Souls To PE Fund, Throws In Music Too
Less than a year after playing their final show, members of '70s rock band Kiss said on Thursday that they're selling off their intellectual property to a private equity outfit owned by the guitarist of ABBA who is already promising investors that "plans for a biopic, an avatar show, and a Kiss-themed experience are already in the works."
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April 04, 2024
Latham Led Firms In 1st Quarter IPOs As Outlook Brightens
Latham & Watkins LLP guided the most initial public offerings among law firms in the year's first quarter, benefiting from an improved fundraising climate that is spreading optimism for IPO lawyers at many firms as the second quarter unfolds.
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April 04, 2024
Novo Holdings, Catalent Reset Review Clock On $16.5B Deal
Novo Nordisk Foundation has given the Federal Trade Commission more time for an initial review of Novo Holdings' plan to acquire Catalent in a deal that values the pharmaceutical services company at $16.5 billion.
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April 04, 2024
Structure Defense Remains In FTC Hospital Case, But Not Hearing
When the Federal Trade Commission goes to trial April 29 against an allegedly anti-competitive hospital merger, the agency won't have to contend with defense assertions that its structure is unconstitutional right away, but a North Carolina federal judge refused Thursday to scrub them entirely.
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April 04, 2024
Wash. AG Defends Authority To Block Kroger-Albertsons Deal
The Washington Attorney General's Office has told a state court that a local consumer protection law allows it to bring actions challenging anti-competitive mergers and urged the court to reject contentions from Kroger and Albertsons that the state lacks authority to block a nationwide deal.
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April 04, 2024
Large-Cap PE Specialist Moves To Sidley From Paul Weiss
A veteran private equity attorney has joined Sidley Austin LLP's mergers and acquisitions and private equity practice in New York from Paul Weiss Rifkind Wharton & Garrison LLP, where he told Law360 in a Thursday interview that he will continue representing large cap private equity firms amid an anticipated uptick in both platform acquisitions and exits.
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April 04, 2024
Boston Scientific's $3.7B Axonics Buy Under FTC Microscope
Biomedical engineering company Boston Scientific Corp. on Thursday disclosed that the Federal Trade Commission requested more information on its planned $3.7 billion acquisition of medical technology company Axonics, which will result in a delay in the deal's closing.
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April 04, 2024
Ex-CEO Reaches Legal Fee Agreement With Trump-Tied SPAC
A Delaware vice chancellor has signed off on an agreement between Donald Trump-tied Digital World Acquisition Corp. and its former CEO to have the venture pay his legal costs related to federal probes and litigation in multiple states.
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April 04, 2024
Top M&A Advisers Of Q1 Include Kirkland, Skadden
Global law firms Kirkland & Ellis LLP, Skadden Arps Slate Meagher & Flom LLP, Goodwin Procter LLP and Wachtell Lipton Rosen & Katz were among the most active legal counsel providers for global mergers and acquisitions in the first quarter of this year, according to a new report from the London Stock Exchange Group.
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April 04, 2024
Del. Justices Reverse Chancery On Match.com Deal Fairness
Delaware's Supreme Court on Thursday undid a Chancery Court dismissal of a challenge to Match.com's 2019 reverse-spinoff from Barry Diller-controlled IAC Interactive, in a closely watched case rejecting the lower court's finding that Match had justified the use of a less onerous fairness test.
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April 04, 2024
Deals Rumor Mill: Alphabet, Honeywell, Syngenta IPO
Google parent Alphabet is exploring whether to make an offer to acquire software company HubSpot; Chinese regulators encouraged pesticides giant Syngenta to pull its $9 billion IPO over concerns it could unsettle China's volatile market, and Honeywell wants to sell its personal protective equipment unit. Here, Law360 breaks down these and other notable deal rumors from the past week.
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April 04, 2024
Insurer Resolution Life To Buy New Zealand Biz For $247M
Resolution Life said on Thursday that its Australasian arm has agreed to buy Asteron Life, an insurer based in New Zealand, for 410 million New Zealand dollars ($247 million), as the global group eyes entry into the country's growing insurance sector.
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April 04, 2024
Mondi £5.1B Offer Deadline For DS Smith Extended
Packaging business DS Smith said Thursday that its rival Mondi PLC has been granted extra time to make a £5.1 billion ($6.5 billion) all-share offer as a bidding war for DS with International Paper Co. continues.
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April 04, 2024
UK Deepens Probe Into Vodafone-Three Telecoms Merger
Britain's antitrust authority said Thursday that it has launched an in-depth probe into plans by Vodafone and Three to merge their U.K. telecommunications networks to create a £16.5 billion ($21 billion) mobile operator after the companies failed to alleviate competition concerns.
Expert Analysis
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Perspectives
Mallory Gives Plaintiffs A Better Shot At Justice
Critics of the U.S. Supreme Court's recent decision in Mallory v. Norfolk Southern claim it opens the door to litigation tourism, but the ruling simply gives plaintiffs more options — enabling them to seek justice against major corporations in the best possible court, say Rayna Kessler and Ethan Seidenberg at Robins Kaplan.
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FERC Order Affirms Increased Scrutiny Of Investor-Utility Ties
A recent Federal Energy Regulatory Commission order confirming more aggressive scrutiny of investors' exercise of control over public utilities through representation on their boards or the boards of companies holding interests in them means that both investors and utilities face significantly heightened compliance obligations, say attorneys at Akin.
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Effectual Relief Questions Linger After Section 363 Ruling
In the months since the U.S. Supreme Court's ruling in MOAC Mall Holdings, courts and practitioners must grapple with the issue of what effectual relief courts may grant upon an appeal of an unstayed sale order, says Monique Jewett-Brewster at Hopkins Carley.
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CFIUS Clampdown Will Deter Allied-Country Investment
The Committee on Foreign Investment in the United States’ recent redefinition of transaction "completion date" is the latest in a series of steps taken in the name of U.S. security that are likely to deter investments from friendly countries and increase capital costs for U.S. startups, says Stephen Heifetz at Wilson Sonsini.
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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.