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Mergers & Acquisitions
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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.
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April 15, 2024
Solar Power Co. Accuses Ex-Insider Of Building, Selling Rival
Delaware-chartered solar energy venture Volt Energy Utility LLC has sued a former top officer in Chancery Court, alleging that while employed by Volt, she secretly launched a competing company, contacted Volt's lenders and customers and then sold the new business to a wholly owned subsidiary of Tokyo Gas Co. Ltd. for $216 million.
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April 15, 2024
Years After Args, 7th Circ. Continues Mootness Fee Attack
A Seventh Circuit panel said Monday that a Chicago federal judge improperly barred a class action objector from intervening in a suit involving controversial "mootness fees" the appellate court has long criticized, saying he failed to articulate a valid legal reason for doing so.
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April 15, 2024
Canadian Supplement Co.'s Sale Hits Ch. 15 Snag In Del.
A Delaware bankruptcy judge appeared skeptical Monday that an American judge can weigh in on a dispute over rights to Canadian assets, as counsel for a troubled nutritional supplement supplier based in Canada argued for U.S. recognition of a sale order from an insolvency court in its home country.
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April 15, 2024
Youth Sports Investment Group Bags Soccer, Baseball Cos.
Unrivaled Sports, a youth sports-focused investment group led by the owner of the NFL's Washington Commanders, NBA's Philadelphia 76ers and NHL's New Jersey Devils, is quickly building its portfolio since launching last month, with two acquisitions announced Monday and last week.
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April 15, 2024
Cleary Gottlieb Guides APi's $570M Elevator Repair Co. Buy
Cleary Gottlieb Steen & Hamilton LLP-represented APi Group, which owns contracting businesses serving industries like energy and construction, announced Monday that it has bought an elevator maintenance company in a $570 million cash deal.
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April 15, 2024
Catching Up With Delaware's Chancery Court
Last week, Delaware justices mulled whether one Chancery Court vice chancellor properly voided four company bylaws — just as another vice chancellor voided one more. Fights among Truth Social investors continued, and shareholders launched new cases involving Macy's, United Airlines, and Clayton Dubilier & Rice LLC and Stone Point Capital LLC.
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April 15, 2024
Endeavor Group's $13B Take-Private Deal Challenged In Del.
A Swedish bank has sued to block a $13 billion take-private sale of sports and entertainment conglomerate Endeavor Group Holdings Inc., branding the deal a prohibited minority stockholder squeeze-out tilted heavily toward large investors and insiders, including controller and global private equity firm Silver Lake.
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April 15, 2024
Freshfields Picks Up Covington M&A Pro In Silicon Valley
Freshfields Bruckhaus Deringer LLP is growing its corporate practice, bringing in a Covington & Burling LLP mergers and acquisitions expert as a partner in its Silicon Valley office, the firm said Monday.
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April 15, 2024
Bond Co. Asks For Life-Saving Pause On $811M Fine
Immigration bonding company Libre by Nexus Inc. has begged a Virginia federal court for more time to pay an $811 million judgment for predatory bonding practices, saying it would collapse if forced to pay before it can execute its transfer to a new owner.
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April 15, 2024
Clearlake Increases Blackbaud Takeover Bid To $4.3B
Private equity shop Clearlake Capital has upped its offer to purchase Blackbaud Inc. by roughly $500 million — bringing its proposal to around $4.3 billion — after the cloud computing software company rejected its previous buyout bid, with the firm saying the take-private deal would be the "clearest path" to maximizing shareholder value.
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April 15, 2024
EQT To Swap $500M Of Gas Assets As Part Of Divestiture Plan
EQT Corp. and Equinor said Monday that they have agreed to an asset swap arrangement that will include Equinor paying $500 million in cash for a minority stake in EQT's nonoperated natural gas assets in Northeast Pennsylvania, part of a broader EQT strategy to divest assets and reduce debt ahead of its planned close of an energy mega-deal.
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April 15, 2024
Simpson Thacher, Willkie Build $1.4B Sale Of Snap One
Willkie Farr & Gallagher LLP-advised Resideo Technologies Inc. on Monday announced plans to buy smart-living products provider Snap One Holdings Corp., led by Simpson Thacher & Bartlett LLP, for $1.4 billion, which will be supported by a $500 million investment from private equity giant Clayton Dubilier & Rice LLC.
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April 15, 2024
Italian Cable Giant Prysmian Buying Encore Wire For $4.2B
Milan-based electric cabling manufacturer Prysmian said Monday it has agreed to purchase McKinney, Texas-based Encore Wire in a transaction with an approximately $4.2 billion enterprise value.
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April 15, 2024
Irish Nutrition Biz Agrees To Buy US Peer For Up To $355M
Glanbia PLC said Monday it has agreed to buy the U.S.-based "complementary" flavor manufacturer Flavor Producers LLC for an initial $300 million, as the sports nutrition product maker looks to tap into a growing market for organic-sourced tastes.
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April 15, 2024
BNP Paribas Buys 9% Stake In Insurer Ageas For €730M
French banking giant BNP Paribas said Monday that its insurance subsidiary has agreed to acquire a 9% stake in Belgian multinational insurer Ageas for approximately €730 million ($777 million) from Chinese conglomerate Fosun Group.
Expert Analysis
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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.
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Opinion
Activist Short-Sellers Are The Dark Knights Of Wall Street
While so-called activist short-sellers have been subject to increased scrutiny in recent years, these investors work in the shadows like Batman to expose fraud on Wall Street, often generating leads that may move regulators to take action, say attorneys at Labaton Sucharow.
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Series
Writing Thriller Novels Makes Me A Better Lawyer
Authoring several thriller novels has enriched my work by providing a fresh perspective on my privacy practice, expanding my knowledge, and keeping me alert to the next wave of issues in an increasingly complex space — a reminder to all lawyers that extracurricular activities can help sharpen professional instincts, says Reece Hirsch at Morgan Lewis.