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Mergers & Acquisitions
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March 25, 2024
Del. Justices Undo Toss Of Brookfield-TerraForm Merger Suit
Delaware's Supreme Court on Monday reversed the dismissal of a suit from former shareholders of TerraForm Power Inc. who challenged a squeeze-out merger by Brookfield Asset Management Inc., concluding a proxy statement failed to fully disclose alleged conflicts of interest involving special advisers Morgan Stanley & Co LLC and Kirkland & Ellis LLP.
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March 25, 2024
FTX Reaches Deals For $884M In Ch. 11 AI Biz Stock Sales
Bankrupt cryptocurrency exchange FTX Trading Ltd. informed a Delaware court that it has reached agreements with two dozen purchasers for sales of the debtor's holdings in artificial intelligence company Anthropic PBC worth $884.1 million.
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March 25, 2024
TreeHouse Shareholders Get New Chance To Sue Execs
An Illinois appellate panel reversed a Cook County judge Friday and revived a derivative lawsuit demanding that TreeHouse Foods sue three individual executives the shareholders claim materially misled them by falsely stating that two newly acquired companies were being successfully integrated into the food company's operations.
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March 25, 2024
Qualcomm Halts Plan To Buy Israeli Biz Under Regulatory Heat
The Federal Trade Commission is celebrating Qualcomm's decision to abandon its attempts at acquiring an Israeli company that makes chips that allow vehicle-to-vehicle communication after too much regulatory pushback.
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March 25, 2024
Paul Weiss-Led AbbVie Inks Up To $212M Deal For Landos Bio
AbbVie Inc., represented by Paul Weiss Rifkind Wharton & Garrison LLP, said Monday it will pay up to $212.5 million for Cooley LLP-led Landos Biopharma Inc., a clinical-stage biopharmaceutical company developing treatments for autoimmune diseases.
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March 25, 2024
Catching Up With Delaware's Chancery Court
Last week in Delaware's Court of Chancery, litigants battled as Truth Social went public, Carl Icahn and Tripadvisor hit a roadblock, and more shareholders wailed about "invasive" bylaws. Oil drilling and pharmaceutical mergers sparked new lawsuits, and a sewing machine trademark owner sued to end a contract.
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March 25, 2024
Owens Corning Extends $3.9B Masonite Deal Review
Construction materials manufacturer Owens Corning has agreed to give antitrust enforcers more time to review a planned $3.9 billion deal to purchase door-maker Masonite International Corp.
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March 25, 2024
Trian, Blackwells Double Down On Disney Activist Campaigns
As The Walt Disney Company's annual shareholder meeting approaches, two activist investors are ramping up their campaigns against the storied entertainment company and imploring fellow shareholders to vote for their separate slate of director candidates at the April 3 gathering.
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March 25, 2024
MNC Capital Ups Vista Outdoor Takeover Bid To $3B
Dallas, Texas-based investment firm MNC Capital Partners on Monday upped its proposed takeover bid of Vista Outdoor Inc. by approximately $1 billion after the company rejected its initial offer, now offering roughly $3 billion to purchase the sporting and outdoor products company.
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March 25, 2024
Amex GBT To Buy CWT In Deal Valued At $570M
American Express Global Business Travel announced Monday that it has agreed to purchase CWT in a transaction that values the global business travel and meetings solutions provider at about $570 million.
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March 25, 2024
Novo Nordisk Inks $1.1B Deal For German Pharma Biz
Danish pharmaceutical giant Novo Nordisk A/S said Monday it has signed a deal to acquire Cardior Pharmaceuticals of Germany for just over €1 billion ($1.1 billion) to widen its focus on cardiovascular diseases.
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March 25, 2024
Kirkland Guides Ingersoll Rand On $2.3B ILC Dover Buy
Kirkland & Ellis LLP is representing Ingersoll Rand on a new agreement to buy ILC Dover from private equity firm New Mountain Capital for more than $2.3 billion, part of Ingersoll's plan to bolster its life sciences business, the industrial products company said Monday.
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March 25, 2024
EU Says Lufthansa Deal Could Harm Air Transport Competition
Europe's antitrust authority said on Monday that Lufthansa's plan to buy a 41% stake in ITA Airways for €325 million ($352 million) could lead to higher prices and poorer service for passengers taking flights in and out of Italy.
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March 25, 2024
KKR To Complete £1.3B Takeover, Delist Smart Metering Co.
Private equity giant KKR said Monday that it will complete its £1.3 billion ($1.6 billion) takeover of a British energy infrastructure company and take its shares off the London Stock Exchange.
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March 22, 2024
Expert's Sanctions Off Limits In SEC's 'Shadow Trading' Trial
A California federal judge overseeing a "shadow trading" trial starting Monday against a pharmaceutical executive ruled that the U.S. Securities and Exchange Commission can't introduce banking sanctions evidence against the defendant's mergers and acquisitions expert as long as he doesn't give opinions on securities law.
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March 22, 2024
Nexstar Faces $1.2M Fine For 'De Facto' Control Of NY Station
The Federal Communications Commission has floated a $1.2 million fine against TV giant Nexstar Media Group Inc. after discovering it obtained "de facto" control of a New York City station and exceeded the FCC's 39% national ownership cap.
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March 22, 2024
Telecom Shareholders Want Tribunal DQ'd Over 'Biased' Blog
The majority shareholders in a Latin American telecommunications tower operator are urging a New York court to reconsider its bid to disqualify the entire tribunal overseeing an arbitration over an alleged corporate coup, saying a blog run by one of the arbiters shows proof of bias.
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March 22, 2024
Dril-Quip Investor Alleges Merger Will Entrench Board
A shareholder of oil drilling equipment company Dril-Quip Inc. hit its directors with a proposed class action in Delaware Chancery Court, alleging they added unreasonable provisions to the terms of its merger with Innovex Downhole Solutions Inc. to disenfranchise shareholders.
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March 22, 2024
Trump Media SPAC CEO Accused Of Misleading Investors
A sponsor of the special-purpose acquisition company approved to take Donald Trump's social media website public has sued its CEO in Florida federal court, saying a "coup d'etat" was orchestrated to oust the former leader and mislead investors in an effort to assume control over the enterprise.
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March 22, 2024
Starboard Value Eyes Board Seats At Algonquin Power
Canadian utility company Algonquin Power & Utilities Corp. on Friday said its board of directors will review director nominees submitted by activist investor Starboard Value LP, who said the company's current board has a "long history of making value-destructive decisions" and needs to be refreshed.
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March 22, 2024
Bestwall Says 'Texas Two-Step' Irrelevant To Asbestos Ch. 11
Bestwall, the bankrupt asbestos unit of Georgia-Pacific, told the U.S. Supreme Court Friday that a pre-bankruptcy corporate restructuring in Texas that separated its asbestos liability from the parent business should not matter in determining whether a bankruptcy court has jurisdiction over the subsidiary's asbestos injury claims.
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March 22, 2024
Flyers Say JetBlue-Spirit Deal Case Not Done, Push For Win
The private plaintiffs challenging the failed JetBlue-Spirit merger indicated they're not done despite the companies' abandonment of the deal, pushing a Massachusetts federal court to grant them a win on their antitrust claims.
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March 22, 2024
US Trustee Says Fla. Healthcare Co. Can't Seal Stock Sale Bid
The U.S. Trustee's Office has urged a Delaware bankruptcy judge to deny a Miami-based primary healthcare group's request in its Chapter 11 case to redact information in the debtor's motion to sell its shares in a healthcare claims reimbursement servicer.
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March 22, 2024
Minority Investor Seeks Docs As Truth Social Goes Public
A minority stockholder of the company behind former President Donald Trump's Truth Social has demanded a New York clearing agent share whatever information it got about the company's stockholder lists before Digital World Acquisition Corp. shareholders voted to acquire the social media platform on Friday.
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March 22, 2024
Senators Call On White House To Declassify TikTok Info
A pair of U.S. senators is calling on the Biden administration to declassify information from TikTok and its owner ByteDance, citing national security concerns.
Expert Analysis
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Blockchain Tech's Role As A Driver Of M&A Action Evolves
Distributed ledger and other blockchain derivative technologies are uniquely positioned to drive M&A activity, and will play a pivotal role in shaping the future of financial and investment landscapes despite the turmoil in the cryptocurrency space, say Louis Lehot and Pat Daugherty at Foley & Lardner.
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Amgen-Horizon Deal May Signal FTC's Return To Bargaining
The Federal Trade Commission's recent settlement of its challenge to Amgen's proposed acquisition of Horizon Therapeutics marks the latest in a string of midlitigation settlements, and may signal that competition regulators are more inclined toward such negotiations following recent litigation losses, say attorneys at Freshfields.
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Transaction Risks In Residential Mortgage M&A Due Diligence
As the residential mortgage market continues to consolidate due to interest rate increases and low housing volume, buyers and sellers should pay attention to a number of compliance considerations ranging from fair lending laws to employee classification, say attorneys at Mayer Brown.
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ABA's Money-Laundering Resolution Is A Balancing Act
While the American Bar Association’s recently passed resolution recognizes a lawyer's duty to discontinue representation that could facilitate money laundering and other fraudulent activity, it preserves, at least for now, the delicate balance of judicial, state-based regulation of the legal profession and the sanctity of the attorney-client relationship, say attorneys at Ballard Spahr.
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With Equity Markets Down, Venture Lending Provides Solution
Given the growth of private debt funds, new entrants in the market and equity markets remaining sluggish, more borrowers are turning to venture debt financing, with long-standing venture funds offering flexibility and expertise without the risks of larger banks, says Jennifer Post at Thompson Coburn.
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Law Firm Professional Development Steps To Thrive In AI Era
As generative artificial intelligence tools rapidly evolve, professional development leaders are instrumental in preparing law firms for the paradigm shifts ahead, and should consider three strategies to help empower legal talent with the skills required to succeed in an increasingly complex technological landscape, say Steve Gluckman and Anusia Gillespie at SkillBurst Interactive.
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Merger Proposals Reflect Agency Leaders' Antitrust Principles
Attorneys at Covington trace the recently proposed Hart-Scott-Rodino and merger guidelines changes to certain foundational concerns of the Federal Trade Commission and U.S. Department of Justice Antitrust Division leadership, including issues related to concentration associated with horizontal and vertical mergers.
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The Basics Of Being A Knowledge Management Attorney
Excerpt from Practical Guidance
Michael Lehet at Ogletree Deakins discusses the role of knowledge management attorneys at law firms, the common tasks they perform and practical tips for lawyers who may be considering becoming one.
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What Big Tobacco's Cannabis Investments Mean For Market
The tobacco industry appears to be shoring up investments in the cannabis market, most recently with Philip Morris’ purchase of an Israeli cannabis tech company, pointing to a bright future for vaped and noncombustible products, and signaling that marijuana rescheduling may be on the horizon, say Slates Veazey and Whitt Steineker at Bradley Arant.
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To Hire And Keep Top Talent, Think Beyond Compensation
Firms seeking to appeal to sophisticated clients and top-level partners should promote mentorship, ensure that attorneys from diverse backgrounds feel valued, and clarify policies about at-home work, says Patrick Moya at Quaero Group.
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How Merger Review Overhaul Could Affect Health Industry
For those in the health care industry considering growth and expansion strategies, the antitrust agencies' recent proposals for new Hart-Scott-Rodino rules and more complex merger guidelines will increase deal timelines, the merging parties' burden, and overall uncertainty and potential antitrust risk as to the outcome, say attorneys at Husch Blackwell.
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Perspectives
More States Should Join Effort To Close Legal Services Gap
Colorado is the most recent state to allow other types of legal providers, not just attorneys, to offer specific services in certain circumstances — and more states should rethink the century-old assumptions that shape our current regulatory rules, say Natalie Anne Knowlton and Janet Drobinske at the University of Denver.
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Identifying Trends And Tips In Litigation Financing Disclosure
Growing interest and controversy in litigation financing raise several salient concerns, but exploring recent compelled disclosure trends from courts around the country can help practitioners further their clients' interests, say Sean Callagy and Samuel Sokolsky at Arnold & Porter.
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Key Drivers Behind Widespread Adoption Of NAV Financing
While net asset value-based lending has existed for years, NAV lending has only started to move into the mainstream recently — likely due to difficult market conditions faced by sponsors including persistent inflation, high interest rates and a lack of exit opportunities, say Matthew Kerfoot and Jinyoung Joo at Proskauer.
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Series
The Pop Culture Docket: Judge Elrod On 'Jury Duty'
Though the mockumentary series “Jury Duty” features purposely outrageous characters, it offers a solemn lesson about the simple but brilliant design of the right to trial by jury, with an unwitting protagonist who even John Adams may have welcomed as an impartial foreperson, says Fifth Circuit Judge Jennifer Elrod.