Mergers & Acquisitions

  • November 24, 2021

    Gulf Coast Defuses Ch. 11 Loan, Site Management Disputes

    Bankrupt Gulf Coast Health Care reached agreements Wednesday on amendments to a proposed $25 million case financing loan and management change agreement for 24 of the nursing home chain's sites in Florida and Mississippi, after two days of wrangling over insider benefits and creditor claim restrictions.

  • November 24, 2021

    EU Opens In-Depth Probe Of Technical Foam Deal

    European enforcers have opened an in-depth investigation into Greiner AG's unsolicited offer to purchase technical foam manufacturer Recticel SA over concerns about competition for the supply of products used in the automotive, construction and clothing industries, among others.

  • November 24, 2021

    EU Resumes Antitrust Probe Of $2B Hyundai, Daewoo Deal

    Europe's antitrust authority has restarted its investigation into possible anticompetitive impacts of the nearly $2 billion planned tie-up of major shipbuilders owned by Hyundai and Daewoo.

  • November 24, 2021

    2 Firms Want To Lead, Combine XL Fleet Merger Suits In Del.

    Grant & Eisenhofer PA and Cohen Milstein Sellers & Toll PLLC have agreed to a stipulation that would consolidate two lawsuits filed in Delaware Chancery Court over a $1 billion merger that created XL Fleet Corp., and are seeking to serve as co-lead counsel for the proposed shareholder class.

  • November 24, 2021

    Westlake Pays $1.2B For Epoxy Biz Of Davis Polk-Led Hexion

    Chemical and plastics manufacturer Westlake Chemical Corp. will pay roughly $1.2 billion to acquire the global epoxy business of Davis Polk-advised specialty chemicals maker Hexion Inc., the companies said Wednesday.

  • November 24, 2021

    PE Firm Ethos Leads $95M Purchase Of South African Fintech

    A group of investors led by an affiliate of Africa-based private equity firm Ethos has agreed to buy South African financial technology company Crossfin for ZAR 1.5 billion ($94.8 million), the companies said Wednesday.

  • November 24, 2021

    Investor Disavows Toshiba Spinoff Plan, Calls For Change

    One of Toshiba's major shareholders on Wednesday disavowed the company's recently proposed plan of splitting into three standalone entities, saying the scheme isn't guaranteed to create value and that significant change is still required at the Japanese technology giant.

  • November 24, 2021

    Global-E Buys Fellow E-Commerce Services Co. In $500M Deal

    Cross-border e-commerce firm Global-e Online Ltd. has agreed to buy New Jersey-based Flow Commerce Inc., which provides e-commerce services to small and emerging brands, in a transaction valued at as much as $500 million, the companies said Wednesday.

  • November 24, 2021

    Inside 5 Of 2021's Most High-Profile Takeover Battles

    There have been many multibillion-dollar takeover battles in 2021, with situations spanning the globe and involving numerous notable names, from cross-border freight railroad company Kansas City Southern to U.K. grocery giant Morrisons and embattled Australian resort and casino operator Crown Resorts.

  • November 23, 2021

    Show Us Oil Cos.' 'Anti-Consumer' Acts, FTC Republicans Ask

    The Federal Trade Commission's two Republicans asked the White House on Tuesday to share what President Joe Biden alluded to last week as the "mounting evidence of anti-consumer behavior by oil and gas companies" when he requested an agency investigation of spiking consumer fuel prices.

  • November 23, 2021

    Gulf Coast Pressed On Lack Of Sale Push Before Ch. 11 Filing

    A Delaware bankruptcy judge on Tuesday quizzed the chief restructuring officer for bankrupt Gulf Coast Health Care on the absence of prepetition efforts to market the nursing home chain or secure an independent valuation of the hefty lease costs that helped drive it into Chapter 11.

  • November 23, 2021

    3 Firms Guide Men's Grooming Biz's $1B SPAC Merger

    Channing Tatum-backed men's grooming business Manscaped on Tuesday agreed to go public through a merger with special purpose acquisition company Bright Lights Acquisition Corp., a deal guided by three law firms that values the below-the-waist grooming products seller at $1 billion.

  • November 23, 2021

    Surgery Partners Gets $45M In Settlement With HIG, Bain

    Investors in Surgery Partners Inc. who sued HIG Capital LLC and Bain Capital Investors LLC over a $760 million acquisition of a surgery center in 2017 have settled their claims for $45 million, the parties told the Delaware Chancery Court in a filing Tuesday.

  • November 23, 2021

    ExOne Investors Sue In Del. Over Desktop Metal Inc. Merger

    Shareholders of former 3D printing machine manufacturer The ExOne Co. sued in Delaware Chancery Court on Monday over its $575 million merger with Desktop Metal Inc., saying the board pushed the merger through without fully briefing shareholders about problems at a Desktop subsidiary called EnvisionTec US LLC.

  • November 23, 2021

    Rehab Joint Venture Is Kickback Minefield, Watchdog Says

    A U.S. Department of Health and Human Services watchdog said it likely would sanction a would-be deal between a therapy services contractor and a long-term care facilities owner, saying the proposed deal has "problematic" elements.

  • November 23, 2021

    India-Focused SPAC Leads 2 Public Debuts Totaling $236M

    Vahanna Tech Edge Acquisition I Corp., a special purpose acquisition company targeting India-connected technology businesses, began trading on Tuesday after pricing an upsized $174 million initial public offering, one of two new SPACs that raised a combined $236 million.

  • November 23, 2021

    PE Firms Lob More Than €1.7B Go-Private Bid At Aareal Bank

    U.S. private equity firms Advent International and Centerbridge Partners have offered to buy Germany's Aareal Bank at a valuation of more than €1.7 billion, and the target is recommending that shareholders vote in favor of the transaction, the companies said Tuesday.

  • November 23, 2021

    DOJ Sues To Block US Sugar Deal

    The Department of Justice filed a lawsuit in Delaware on Tuesday seeking to stop U.S. Sugar from acquiring Imperial Sugar Co., alleging the transaction "would leave an overwhelming majority of refined sugar sales across the Southeast in the hands of only two producers."

  • November 22, 2021

    Paloma To Acquire Goodrich Petroleum Corp. For $480M

    Paloma Partners VI Holdings LLC has reached an approximately $480 million deal to acquire Goodrich Petroleum Corp., the companies announced Monday.

  • November 22, 2021

    FTC Releases 1980s Docs To Fend Off 'Zombie Vote' Criticism

    The Federal Trade Commission has made an attempt to answer questions swirling around the use of votes taken days or weeks ahead of a commissioner's departure that provided the three-vote majority needed to push through major changes that had split the panel along partisan lines.

  • November 22, 2021

    Google Seeks Recusal Of DOJ Antitrust Chief For Past Work

    Google Inc. is asking for an investigation to determine if the new head of the U.S. Department of Justice Antitrust Division should be recused from matters involving the company due to his past work for critics of the search giant.

  • November 22, 2021

    DOJ Suit Over American, JetBlue Alliance Might See Sept. Trial

    American Airlines and JetBlue, along with government enforcers challenging the two airlines' partnership dubbed the Northeast Alliance, have asked a Massachusetts federal court to set a Sept. 26 kickoff date for the upcoming antitrust trial.

  • November 22, 2021

    DL Unit's $2.5B Deal For Kraton Gets US Merger Approval

    Kraton Corp., a pinewood-derived adhesives and coatings manufacturer based in Texas, said its planned $2.5 billion sale to South Korea's DL Chemical has cleared U.S. antitrust scrutiny.

  • November 22, 2021

    Legato Merger Targets Infrastructure With Second SPAC

    Legato Merger Corp. II, a special purpose acquisition company targeting infrastructure, energy and related industries, on Monday priced an upsized $240 million initial public offering, represented by Graubard Miller and underwriters counsel Loeb & Loeb LLP.

  • November 22, 2021

    UK Probing Spanish Airlines Deal Already Under EU Scrutiny

    The European Commission isn't the only regulatory agency looking into International Consolidated Airline Group SA's €500 million ($561.9 million) plan to pick up rival Air Europa, now that the United Kingdom's antitrust enforcer has revealed it is probing the deal as well.

Expert Analysis

  • A Real-World Guide To Staying Discovery In Federal Court

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    Pleas for stay of discovery under the Federal Rules of Civil Procedure are often rejected when motions to dismiss are pending due to a tenacious tangle of case law, imposing financial and administrative burdens on parties, but some unambiguous rules of thumb can be gleaned to maximize the chances of a discovery stay, says Amir Shachmurove at Reed Smith.

  • 3 Cases Could Influence Electric Vehicle SPAC Litigation

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    Several ongoing lawsuits concerning electric vehicle special purpose acquisition companies could eventually map out liability standards for forward-looking statements on issues such as green energy projections, say attorneys at Quinn Emanuel.

  • How To Draft Earnouts That Avoid Post-Closing Disputes

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    The recent Delaware cases of Pacira BioSciences v. Fortis Advisors and Shire v. Shareholder Representative Services illustrate the importance of drafting earnouts with appropriate specificity and clarity to avoid post-closing disputes and litigation, say attorneys at Fried Frank.

  • M&A Rulings Provide Guidance On 'Bump-Up' Claim Coverage

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    As M&A activity continues to surge, several recent federal court decisions can guide companies in structuring their insurance programs and assessing whether so-called bump-up claims arising from particular M&A transactions may be covered, say Robin Cohen and Orrie Levy at Cohen Ziffer.

  • Did Trump's SPAC Violate Federal Securities Law?

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    Amid speculation of an impending U.S. Securities and Exchange Commission crackdown on special purpose acquisition company regulation, former President Donald Trump's social media-related SPAC could face securities law scrutiny and civil litigation, say Michelle Genet Bernstein and Daniel Maland at Mark Migdal & Hayden.

  • Heed These Rules, Or Risk Your Argument On Appeal

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    Failing to meet the scattered requirements for appellate preservation can have dire consequences, so litigants must understand the relevant briefing rules, the differences between waiver and forfeiture, and the four components of a pressed argument in order to get their case fully considered on appeal and avoid sanctions or dismissal, says Michael Soyfer at Quinn Emanuel.

  • Early ESG Due Diligence Can Minimize Risk, Maximize Reward

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    Companies can no longer afford to ignore environmental, social and corporate governance due diligence — the risks and rewards have become too great when it comes to pre-deal merger and acquisition transactions, supply chain audits, routine company audits and beyond, says Kimberly Jaimez at Pillsbury.

  • Opinion

    4 Ways Kanter Should Clean Up DOJ Antitrust Holdups

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    Newly confirmed by the Senate, U.S. Department of Justice Assistant Attorney General for Antitrust Jonathan Kanter should clear the logjam left by his predecessor by withdrawing certain amicus briefs, reinstating previous patent policy and articulating a balanced approach to standards, says Michael Carrier at Rutgers Law School.

  • What To Include In Orders Governing Remote Arbitration

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    When conducting remote arbitration, attorneys should negotiate written orders that spell out clear rules on technology accommodations, document handling, witness readiness and other key considerations to ensure parties' rights are protected and the neutral's time is not wasted, say Matthew Williams and Christina Sarchio at Dechert.

  • Series

    Embracing ESG: CBRE GC Talks Effective Compliance Emails

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    Good corporate governance requires communicating expectations for ethical conduct, but compliance emails need not be overly technical — a relatable story told in simple language with humility and respect can create internal communications that drive home the message, says Laurence Midler at CBRE.

  • GAO Ruling Instructs On Proposal Planning During M&As

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    The Government Accountability Office's recent denial of ICI Services Corporation's bid protest highlights the importance of proper planning to protect prime contract proposals during mergers and acquisitions, and other corporate transactions, say attorneys at Covington.

  • Bipartisan CFIUS Proposals Lack Cohesive Security Strategy

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    Although there is bipartisan support for expansion of the Committee on Foreign Investment in the United States' jurisdiction, diversity within the flurry of recent legislative proposals reflects a deeper struggle over the scope and kinds of economic security issues that should be treated as a matter of national security, says attorney Devin DeBacker.

  • The Hazards Of Female Lawyers Being 'Office Moms'

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    Female attorneys are frequently credited with being the "office moms" who do critical but undervalued work — from bringing birthday cakes to serving on diversity committees — but as lawyers return to offices, now is a good time for employers to rectify the gender imbalance that disadvantages women, say Ninth Circuit Judge Margaret McKeown and Fine Kaplan partner Roberta Liebenberg.

  • Discovery Immunity For Draft Expert Reports Lacks Clarity

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    Court rulings on whether — and when — drafts of expert reports are immune from discovery have been inconsistent, so the Federal Rules of Civil Procedure should be amended to better distinguish between draft and final expert reports, say attorneys at Lowenstein Sandler.

  • A Phased Approach To In-House Legal Tech Adoption

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    In-house legal departments that adopt new technologies too quickly often face frustration or failure, so to help ensure a smooth transition, companies should consider a multistep approach, depending on where they stand with respect to modernizing legal processes, says Tariq Hafeez at LegalEase Solutions.

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