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Mergers & Acquisitions
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April 23, 2024
Trump's Stake In Truth Social Swells An Additional $1.2B
The value of Donald Trump's stake in his newly public social media company soared by nearly $1.2 billion on Tuesday as the former president became eligible to receive bonus shares that were conditioned on the company's stock performance.
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April 23, 2024
Israeli Biotech Files Ch. 15 To Implement Take-Private Deal
Gamida Cell Ltd., an Israeli biotechnology company developing immunotherapy products, filed for Chapter 15 protection Monday in Delaware seeking the American court's approval of its foreign take-private proposal with unsecured lenders.
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April 23, 2024
Fenwick, Covington Build $750M Sale Of Pharmaceutical Biz
Global biopharmaceutical company Incyte, advised by Covington & Burling LLP, on Tuesday announced plans to buy clinical-stage drug discovery company Escient Pharmaceuticals, led by Fenwick & West LLP, for $750 million.
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April 23, 2024
Pre-Merger Deal Prompts Pharma Co. Derivative Suit In Del.
An Ayala Pharmaceuticals stockholder has launched a derivative suit against the company's board and controlling investors in Delaware's Court of Chancery, accusing directors of issuing new shares to the controllers at far below market value, timed to take advantage of an asset sale worth up to $85 million.
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April 23, 2024
Cleveland-Cliffs Execs Say US Steel-Nippon Deal Is 'Dead'
Cleveland-Cliffs Inc. executives said Tuesday that U.S. Steel is "denying reality" as it continues to pursue its $14.9 billion sale to Japan's Nippon Steel, suggesting that the deal is effectively "dead" following President Joe Biden's opposition to it and that the Ohio-based steel manufacturer remains the only viable buyer.
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April 23, 2024
Virtua Says Trinity Health Won't Pay $12M ER Fight Legal Bill
Virtua claimed Monday in New Jersey federal court that Trinity Health has backed out of an agreement to cover $12 million in counsel fees and costs incurred in a legal fight with a rival healthcare system over Virtua's acquisition of Our Lady of Lourdes Health Care Services from Trinity.
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April 23, 2024
Paul Hastings Transaction Security Adviser Joins V&E
Vinson & Elkins LLP announced the hire Monday of a Paul Hastings LLP attorney with experience advising on national security laws related to foreign investment as a partner in Washington, D.C.
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April 23, 2024
Md.-Based Career Public Servant Is The FTC's Newest ALJ
The Federal Trade Commission announced the appointment of another administrative law judge on Tuesday, elevating a longtime public servant who had previously become the first female Muslim American administrative law judge at the Maryland Office of Administrative Hearings.
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April 23, 2024
PE Giant Faces Sanctions Bid For Mexico Corruption Claim
Advent International Corp. and its counsel at Ropes & Gray and Quinn Emanuel allegedly fabricated claims that a Mexican corporation's lawyers corruptly influenced prosecutors and judges in the country to freeze the private equity firm's assets and issue arrest warrants for executives, according to a filing in Massachusetts federal court.
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April 23, 2024
King & Spalding Adds Kirkland Employment Partner In DC
King & Spalding LLP is boosting its global employment practice with the addition of a Kirkland & Ellis LLP partner who will be part of her new firm's Washington, D.C., office.
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April 23, 2024
Terminated Sale Of NBA's T-Wolves Looks Like A Power Play
The canceled $1.5 billion sale of the NBA's Minnesota Timberwolves to a group featuring Alex Rodriguez can be attributed, in part, to explosive growth in team valuations over the last three years, but just as large a factor is the owner's hesitance to surrender the power inherent in major franchise ownership, legal experts say.
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April 23, 2024
KKR Pushes Smart Metering Investors To Accept £1.3B Bid
Private equity giant KKR on Tuesday urged the shareholders of British energy infrastructure company Smart Metering who have not yet accepted its £1.3 billion ($1.6 billion) takeover offer to submit their shares by May 7.
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April 23, 2024
Freshfields-Led JD Sports Agrees To Buy US Rival For $1.1B
JD Sports said on Tuesday that it has proposed to buy U.S. athletic fashion retailer Hibbet Inc. for approximately $1.08 billion as the U.K. sportswear store chain eyes expansion in the American southeast.
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April 22, 2024
DOJ Antitrust Concerns Topple $960M Insulation Biz Merger
Insulation and building material provider TopBuild Corp. said Monday it has terminated its $960 million agreement to buy mechanical insulation provider Specialty Products & Insulation from private equity firm Incline Equity Partners, saying it was unable to reach a deal with the U.S. Department of Justice over antitrust concerns.
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April 22, 2024
Kroger, Albertsons Expand Divestiture Plan
Supermarket giants Kroger and Albertsons are willing to let go of an extra 166 stores in the hopes of swaying federal and state regulators to drop their opposition to the $25 billion grocer union, they said Monday.
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April 22, 2024
Agiliti Faces Another Chancery Suit Over $2.5B Squeeze-Out
A shareholder of Agiliti sued the medical equipment management company Monday in Delaware's Chancery Court for more details surrounding events leading up to an impending $2.5 billion squeeze-out merger with an affiliate of Thomas H. Lee Partners, its largest and controlling stockholder, echoing a similar lawsuit filed in late March.
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April 22, 2024
FTC Moves To Block $8.5B Designer Fashion Deal
The Federal Trade Commission moved on Monday to block a planned $8.5 billion deal for the parent company of Coach and Kate Spade to purchase the owner of designer brands Michael Kors and Jimmy Choo.
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April 22, 2024
Mueller Industries To Buy Nehring Electrical For Up To $600M
Machinery industry company Mueller Industries Inc., advised by Willkie Farr & Gallagher LLP, on Monday unveiled plans to buy Nehring Electrical Works Co. and some of its affiliates for up to $600 million in a deal that will provide Mueller with a platform for long-term growth in the electrical and power infrastructure space.
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April 22, 2024
Steptoe & Johnson Adds Securities Duo In Oklahoma
Steptoe & Johnson PLLC has announced the hiring of two experienced securities attorneys from regional firm Conner & Winters LLP to its corporate and mergers and acquisitions practice in its Oklahoma City office.
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April 22, 2024
What We've Learned From Biden-Era Merger Remedies
Amid the Biden administration's uniquely aggressive merger regime, companies making deals face much higher hurdles convincing competition enforcers to accept divestitures, licensing deals or other remedies designed to address antitrust concerns. However, officials have provided a few clues about what settlements they'll accept and when.
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April 22, 2024
Vista Outdoors Nudges MNC Capital To Bolster $3B Bid
Vista Outdoor Inc. on Monday urged investment firm MNC Capital to increase its prior $3 billion buyout offer, as Vista weighs MNC's proposals against an already inked merger agreement to sell its ammunition brands off to Czechoslovak Group.
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April 22, 2024
Catching Up With Delaware's Chancery Court
Last week, Delaware's Chancery Court news included a Tesla announcement about moving to Texas, a midcase appeal of Tripadvisor's move to Nevada, and United Airlines' escape from a stockholder suit. Disputes about board entrenchment, squeeze-out mergers, co-founder fallouts and deadly ice cream moved ahead.
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April 22, 2024
Travers Smith Steers Doormaker's £788M Bid For UK Rival
Quanex Building Products Corp. has offered to buy all the shares of door and windows company Tyman PLC for £788 million ($971 million), the companies said Monday, in a deal guided by Travers Smith LLP, Foley & Lardner LLP and Latham & Watkins LLP.
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April 22, 2024
Latham-Led CoStar To Buy Matterport In $1.6B Deal
Latham & Watkins LLP-advised CoStar Group said Monday it has agreed to buy 3D spacial-capture technology company Matterport at an estimated enterprise value of $1.6 billion, in a deal that will add its virtual property tour technology to CoStar's existing real estate information and analytics offerings.
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April 22, 2024
Fund Administrator Eyes $21M Deal For JPMorgan Chase Biz
Jersey-based fund administrator JTC PLC said Monday it has offered to buy a trust administration business owned by JP Morgan Chase Bank NA for $21 million, a move it believes will strengthen its presence in the U.S.
Expert Analysis
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Oracle Ruling Underscores Trend Of Mootness Fee Denials
The Delaware Chancery Court’s recent refusal to make tech giant Oracle shoulder $5 million of plaintiff shareholders' attorney fees illustrates a trend of courts raising the standard for granting the mootness fee awards once ubiquitous in post-merger derivative disputes, say attorneys at Troutman Pepper.
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Blocked JetBlue-Spirit Deal Illustrates New Antitrust Approach
The U.S. Department of Justice’s recent successful block of a merger between JetBlue Airways and Spirit Airlines demonstrates antitrust enforcers’ updated and disparate approach to out-of-market benefits versus out-of-market harms, say Lisa Rumin and Anthony Ferrara at McDermott.
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Comparing Corporate Law In Delaware, Texas And Nevada
With Elon Musk's recent decision to reincorporate his companies outside of Delaware, and with more businesses increasingly considering Nevada and Texas as corporate homes, attorneys at Baker Botts look at each jurisdiction's foundation of corporate law, and how the differences can make each more or less appealing based on a corporation's needs.
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Practicing Law With Parkinson's Disease
This Parkinson’s Awareness Month, Adam Siegler at Greenberg Traurig discusses his experience working as a lawyer with Parkinson’s disease, sharing both lessons on how to cope with a diagnosis and advice for supporting colleagues who live with the disease.
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Opinion
Aviation Watch: Not All Airline Mergers Hurt The Public
The U.S. Department of Justice's actions to block recent attempted airline mergers have been touted as serving the interests of the consumers — but given the realities of the deregulated air travel market, a tie-up like the one proposed between JetBlue and Spirit might have been a win for the public, says Alan Hoffman, a retired attorney and aviation expert.
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The Merger Cases That Will Matter At ABA Antitrust Meeting
While the American Bar Association's Antitrust Spring Meeting this week will cover all types of competition law issues in the U.S. and abroad, expect the federal agencies' recent track record in merger enforcement to be a key area of focus on the official panels and in cocktail party chatter, say attorneys at Freshfields.
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Calif. Verdict Showcases SEC's New 'Shadow Trading' Theory
Last week's insider trading verdict, delivered against biopharmaceutical executive Matthew Panuwat by a California federal jury, signals open season on a new area of regulatory enforcement enabled by the U.S. Securities and Exchange Commission's shadow trading theory, say Perrie Weiner and Aaron Goodman at Baker McKenzie.
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Climate Disclosure Mandates Demand A Big-Picture Approach
As carbon emissions disclosure requirements from the European Union, California and the U.S. Securities and Exchange Commission take effect, the best practice for companies is not targeted compliance with a given reporting regime, but rather a comprehensive approach to systems assessment and management, says David Smith at Manatt.
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Series
Playing Hockey Makes Me A Better Lawyer
Nearly a lifetime of playing hockey taught me the importance of avoiding burnout in all aspects of life, and the game ultimately ended up providing me with the balance I needed to maintain success in my legal career, says John Riccione at Taft.
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Considerations For Evaluating IP Risks In Cannabis M&A
Due to the patchwork of state cannabis laws in the U.S., investors and businesses acquiring intellectual property must assess whether a trademark portfolio possesses any vulnerabilities, such as marks that are considered attractive to children or third-party claims of trademark infringement, say Mary Shapiro and Nicole Katsin at Evoke Law.
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A Snapshot Of The Evolving Restrictive Covenant Landscape
Rachael Martinez and Brooke Bahlinger at Foley highlight recent trends in the hotly contested regulation and enforcement of noncompetition and related nonsolicitation covenants, and provide guidance on drafting such provisions within the context of stand-alone employment agreements and merger or acquisition transactions.
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For Lawyers, Pessimism Should Be A Job Skill, Not A Life Skill
A pessimistic mindset allows attorneys to be effective advocates for their clients, but it can come with serious costs for their personal well-being, so it’s crucial to exercise strategies that produce flexible optimism and connect lawyers with their core values, says Krista Larson at Stinson.
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Private Capital Considerations Amid Market Revival
As improved market conditions position traditional financing to regain lost market share, it's also worth considering the pace and structure of private credit and other forms of private capital, especially when seeking to set unique terms or build new corporate relationships, say attorneys at Skadden.
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Opinion
Requiring Leave To File Amicus Briefs Is A Bad Idea
A proposal to amend the Federal Rules of Appellate Procedure that would require parties to get court permission before filing federal amicus briefs would eliminate the long-standing practice of consent filing and thereby make the process less open and democratic, says Lawrence Ebner at the Atlantic Legal Foundation and DRI Center.
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4 Ways To Motivate Junior Attorneys To Bring Their Best
As Gen Z and younger millennial attorneys increasingly express dissatisfaction with their work and head for the exits, the lawyers who manage them must understand and attend to their needs and priorities to boost engagement and increase retention, says Stacey Schwartz at Katten.