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Mergers & Acquisitions
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December 18, 2024
Yale Eyes Quick Win In $435M Conn. Hospital Purchase Suit
Yale New Haven Health Services Corp. has asked a Connecticut state court judge for permission to file a summary judgment motion in a feud with Prospect Medical Holdings Inc. over the sale of several hospitals in the state, saying Prospect's "stunning" failure to fund pensions and pay taxes resulted in property liens that breached the $435 million deal.
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December 18, 2024
High Court To Review TikTok Sale-Or-Ban Law
The U.S. Supreme Court announced Wednesday that it will fully review TikTok's First Amendment challenge to a federal law requiring the wildly popular social media platform to divest from its Chinese parent company or face a nationwide ban, scheduling expedited oral arguments one week before the law's effective date.
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December 18, 2024
Guardian Owner Inks Deal To Sell Observer To Tortoise Media
The owner of Guardian Media Group said Wednesday that it has formally signed a deal to sell The Observer to online U.K. startup Tortoise Media, in a cash and shares transaction.
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December 18, 2024
Italy's UniCredit Increases Stake In Commerzbank To 28%
Italian bank UniCredit said Wednesday that it has increased its stake in German lender Commerzbank to approximately 28%, amid speculation about a controversial takeover.
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December 17, 2024
Del. Justices Won't Revive Investors' $2.4B EV SPAC Deal Suit
The Delaware Supreme Court has declined to reinstate a proposed class action in the state's Chancery Court that accused a blank-check company of withholding key information from investors ahead of its $2.4 billion go-public deal with electric-vehicle maker Canoo Holdings Ltd.
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December 17, 2024
Franchise Group Can Keep Exclusive Control Of Its Ch. 11
A Delaware bankruptcy judge on Tuesday denied a motion to end the plan exclusivity window and other bankruptcy rights for debtors in Franchise Group Inc.'s Chapter 11, saying possible intercompany claims don't justify relief that the debtor argued would plunge the case into chaos.
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December 17, 2024
Quinn Emanuel, Keller Postman Want To Lead Live Nation Suit
Quinn Emanuel Urquhart & Sullivan LLP and Keller Postman LLC attorneys told a California federal court that they are best suited to represent proposed classes of consumers accusing Live Nation and Ticketmaster of monopolizing the ticketing services space, saying they "developed the heart" of the consumers' claims.
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December 17, 2024
Worker Claims Merger Can't Nix Pa. Medical Pot Protection
An engineering company unlawfully fired a Pennsylvania worker after he tested positive for cannabis usage, even though the employer knew about the worker's medical marijuana prescription, according to a lawsuit filed in Pennsylvania state court.
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December 17, 2024
DOJ Antitrust Division Head Kanter Stepping Down Friday
The head of the U.S. Department of Justice Antitrust Division, Jonathan Kanter, announced his imminent departure Tuesday, leaving the agency after a little over three years and with a legacy of dramatically ramped-up monopolization enforcement, an extremely low tolerance for potentially problematic transactions and more aggressive criminal enforcement.
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December 17, 2024
T-Mobile-UScellular Link Will Help Consumers, Think Tank Says
A free-market think tank is urging the federal government to clear the way for T-Mobile's $4.4 billion purchase of UScellular's wireless operations, saying in a new report that because the smaller UScellular poses no real competitive threat to T-Mobile, the deal could carry significant consumer benefits through increased competition.
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December 17, 2024
Drug Co. Investor Sues In Del. Over $140M Insider Windfall
A pension fund investor in Cerevel Therapeutics Holdings Inc. has sued Bain Capital Investors LLC and other alleged insiders of the company in Delaware's Court of Chancery, accusing them of lining up a secondary offering in the biopharmaceutical venture before disclosure of its planned sale to AbbVie.
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December 17, 2024
Northwest Bancshares Buys Peer Penns Woods In $270M Deal
Dinsmore & Shohl LLP-advised Northwest Bancshares Inc. has agreed to purchase Stevens & Lee PC-led Penns Woods Bancorp Inc. in an all-stock deal valued at roughly $270.4 million, the organizations said Tuesday.
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December 17, 2024
Fuji Soft Favors KKR Offer Over Higher Bain Bid
Fuji Soft said in a statement Tuesday that it supports a buyout tender offer from U.S. private equity firm KKR that is worth about $4.15 billion and opposes a competing, higher bid from Bain Capital.
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January 01, 2025
Food & Beverage Cases To Watch In 2025
Food and beverage attorneys have no shortage of interesting issues to follow in 2025, from Albertsons turning on Kroger after their proposed $25 billion merger was blocked, to new state laws covering the life cycle of single-use packaging, and claims over heavy metals and "forever chemicals" contaminating food.
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December 17, 2024
Allianz Pulls $1.6B Bid For Singapore's Income Insurance
Germany's Allianz SE has withdrawn its all-cash offer to buy a majority stake in Singapore-based Income Insurance Ltd. for 2.2 billion Singapore dollars ($1.64 billion), citing opposition from the Singaporean government.
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December 17, 2024
Dutch Chipmaker To Buy Vehicle Connectivity Biz For $243M
NXP Semiconductors NV said Tuesday that it plans to buy Aviva Links, an in-vehicle connectivity business, for $242.5 million, to offer additional automotive network products.
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December 17, 2024
Carlsberg-Britvic £3.3B Deal Gets UK, EU Green Light
Antitrust authorities in the U.K. and Europe said Tuesday that they have cleared the planned £3.3 billion ($4.2 billion) takeover by Danish brewer Carlsberg of U.K. soft drinks maker Britvic PLC.
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December 16, 2024
Ginkgo Bioworks Investors Get Final OK Of $17.8M Settlement
Investors in biotech company Ginkgo Bioworks Holdings Inc. have gotten final approval for their $17.75 million deal to end proposed class action claims that the company and its leaders distorted Ginkgo's finances, mischaracterizing certain related party deals, to garner shareholder support for its merger with a special purpose acquisition company.
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December 16, 2024
TikTok Brings Sale-Or-Ban Fight To High Court
TikTok asked the U.S. Supreme Court on Monday to stay a federal law that would force its owners to divest from the wildly popular social media app or shut its U.S. operation down just before Donald Trump's inauguration, saying his administration should get a say in the app's fate.
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December 16, 2024
'Plans Do Matter,' Tempur Sealy Says In Final Merger Hearing
Tempur Sealy made its final push Monday in support of its $4 billion planned Mattress Firm purchase, telling a judge during closing arguments that the Federal Trade Commission hadn't shown that the company planned to deviate from its intent for Mattress Firm to remain autonomous.
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December 16, 2024
Merger Enforcers End Year On Upswing
The Biden administration's antitrust enforcers have boasted that one side effect of their aggressive approach to merger enforcement has been helping stop problematic deals from being cut in the first place, but the agencies also scored key court rulings blocking transactions in their final year that could have a more enduring effect.
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December 16, 2024
Court Approves Mandated $115M Door Factory Sale
A Virginia federal court has approved the planned $115 million sale of a door-skin manufacturing plant after a landmark order forced Jeld-Wen to unload the factory in a long-running private antitrust case by rival Steves & Sons Inc.
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December 16, 2024
Albertsons Says Kroger 'Squandered' $25B Merger Bid
The Kroger Co. Inc. "willfully squandered" opportunities to complete a now-blocked $24.6 billion mega-merger with Albertsons Cos. Inc., according to an unsealed five-count lawsuit in Delaware's Court of Chancery potentially seeking billions in damages.
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December 16, 2024
US Lends $9.6B To Build EV Battery Plants In The South
The U.S. Department of Energy has agreed to loan Ford Motor Co. and South Korean battery manufacturer SK On up to $9.63 billion for a joint venture that includes building electric vehicle battery plants in Tennessee and Kentucky, according to a Monday statement.
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December 16, 2024
Honeywell May Split Aerospace Biz Amid Activist Pressure
Honeywell International Inc. on Monday said it is mulling a separation of its aerospace business, after activist investment firm Elliott Investment Management LP in November pushed for the industrial conglomerate to separate itself into two independent companies.
Editor's Picks
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UK Enforcers Say Cargo Equipment Deal Raises Concerns
The planned merger of Finnish cargo handling equipment outfits Cargotec Corp. and Konecranes PLC faces increasing scrutiny across the globe, as U.K. enforcers raised concerns about competition for a number of different products for port services.
Expert Analysis
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When US Privilege Law Applies To Docs Made Outside The US
As globalization manifests itself in disputes over foreign-created documents, a California federal court’s recent trademark decision illustrates nuances of both U.S. privilege frameworks and foreign evidentiary protections that attorneys must increasingly bear in mind, say attorneys at Hunton.
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Why Asset-Based Loans May Suit PE Companies In 2025
As the prospect of higher tariffs and interest rates expands the need for liquidity, private equity investors would do well to explore the timing and provisions of asset-based loans offered in the burgeoning credit-fund sector, say attorneys at McDermott.
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How New Merger Filing Rules Will Affect Economic Advocacy
New rules from the antitrust agencies significantly change the Hart-Scott-Rodino premerger notification process and will necessitate rigorous economic analysis earlier in the merging process as the information provided in the filings reflects important antitrust considerations, says Andrea Asoni at Charles River.
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2024 IPO Market Trends, And What To Expect Next Year
The initial public offering market returned to historically typical levels on a deal count basis in 2024 but continued to lag based on proceeds raised due to a larger number of smaller IPOs this year, and signs point to continued ongoing momentum in the next year, say attorneys at Paul Hastings.
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Green Projects Face States' Foreign Land Ownership Limits
As states impose restrictions and disclosure requirements around foreign investment in agricultural land — in some cases piggybacking on existing federal rules — renewable energy developers and investors must pay close attention to how the rules vary, says Daniel Fanning at Husch Blackwell.
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What 2024 Trends In Marketing, Comms Hiring Mean For 2025
The state of hiring in legal industry marketing, business development and communications over the past 12 months was marked by a number of trends — from changes in the C-suite to lateral move challenges — providing clues for what’s to come in the year ahead, says Ben Curle at Ambition.
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The Prospects Of Pa. Gaining Its Own Antitrust Law After 2024
In the only state that does not have its own antitrust law, Pennsylvania's business community's strong opposition to the Pennsylvania Open Markets Act signals a rough road lies ahead for passage of the bill after Republicans retained a narrow majority in the state Senate, say attorneys at BakerHostetler.
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Opinion
How The Onion Could Still Buy InfoWars
While a Texas bankruptcy judge nixed the sale of InfoWars to The Onion on Tuesday, a slight tweak to the novel mechanism proposed could make the sale approvable, says Christopher Hampson at the University of Florida.
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Series
Group Running Makes Me A Better Lawyer
The combination of physical fitness and community connection derived from running with a group of business leaders has, among other things, helped me to stay grounded, improve my communication skills, and develop a deeper empathy for clients and colleagues, says Jessica Shpall Rosen at Greenwald Doherty.
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How White Collar Defense Attys Can Use Summary Witnesses
Few criminal defense attorneys have successfully utilized summary witnesses in the past, but several recent success stories show that it can be a worthwhile trial tactic to help juries understand the complex decision-making at issue, says Jonathan Porter at Husch Blackwell.
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Opinion
6 Changes I Would Make If I Ran A Law School
Reuben Guttman at Guttman Buschner identifies several key issues plaguing law schools and discusses potential solutions, such as opting out of the rankings game and mandating courses in basic writing skills.
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Predictions For Trump Antitrust Enforcement Of Life Sciences
Key life sciences antitrust issues of the past two administrations may indicate the direction of enforcement during President-elect Donald Trump's second term, including in areas such as drug prices, killer acquisitions and merger remedies, say attorneys at Ropes & Gray.
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Firms Still Have The Edge In Lateral Hiring, But Buyer Beware
Partner mobility data suggests that the third quarter of this year continued to be a buyer’s market, with the average candidate demanding less compensation for a larger book of business — but moving into the fourth quarter, firms should slow down their hiring process to minimize risks, say officers at Decipher Investigative Intelligence.
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Preparing For The New Restrictions On Investment Into China
In light of a new regulatory program governing U.S. investments in China-related technology companies of national security concern, investors should keep several considerations in mind, including the rules' effect on existing and new investments, compliance hurdles, and penalties for noncompliance ahead of the rules' January implementation, say attorneys at Gunderson Dettmer.
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Lights, Camera, Real Estate: Preparing For Film Facility M&A
As the entertainment industry struggles to recover from multiple strikes and a decline in production, certain aspects of selling or acquiring production facilities may become important to consider, as these assets are valued very differently from typical commercial real estate properties, say attorneys at Olshan Frome.