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Mergers & Acquisitions
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May 31, 2024
Investor To Admit Goosing Getty Stock With Sham Offer
A former corporate executive has agreed to plead guilty to floating a sham deal to buy Seattle-based Getty Images Holdings so that he and a friend could profit off the company's inflated share price, federal prosecutors and securities enforcers said Friday.
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May 31, 2024
Del. Chancellor Questions 'Rush' To Amend Corporation Law
Weeks before the Delaware State Bar Association sent state lawmakers a draft bill explicitly allowing corporations to broadly cede some governance rights to chosen stockholders, Chancellor Kathaleen St. J. McCormick of Delaware Chancery Court made an unprecedented, direct appeal to think twice.
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May 31, 2024
Don't Miss It: Dechert, Simpson Lead Month's Hot Deals
A lot can happen in the world of mergers and acquisitions over the course of a month, and it's difficult to keep up with all the deals. Here, Law360 recaps the ones you may have missed, including transactions helmed by Dechert LLP and Simpson Thacher & Bartlett LLP.
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May 31, 2024
Tether Investment In Crypto Miner Bitdeer Worth Up To $150M
Singapore-based cryptocurrency miner Bitdeer Technologies Group said in a statement Friday it has completed a private placement deal with Tether International Ltd. that could bring proceeds of $150 million.
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May 31, 2024
Australian Co. Aims For Shopify Highs In $250M SPAC Deal
Sydney, Australia-based Btab Ecommerce Group Inc., an e-commerce supplier for small businesses, has agreed to merge with special-purpose acquisition company Integrated Wellness Acquisition Corp. in a transaction valued at $250 million, the companies said Friday.
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May 31, 2024
Activist Donerail Pushes Ex-Barstool Owner Penn To Sell
Activist Investor Donerail Group on Friday pushed Penn Entertainment Inc. to pursue a sale, ripping the company for a "failed" online gaming strategy that has "destroyed shareholder value," including its $1 sale of Barstool Sports and launch of a new betting platform with ESPN.
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May 31, 2024
UBS Formally Completes Merger Of Credit Suisse
UBS Group AG said Friday that it has formally completed the legal merger of stricken Credit Suisse AG, 18 months after regulators brokered the deal to prevent the collapse of its rival.
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May 31, 2024
BBVA To Tap Shareholders To Fund €12B Hostile Takeover
Spanish banking giant BBVA said Friday that it has called a shareholders' meeting to approve the sale of new shares in a package to finance the €12 billion ($13 billion) hostile takeover of its smaller rival, Banco de Sabadell SA.
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May 31, 2024
Nationwide's Planned £2.9B Virgin Money Deal Gets UK Probe
The Competition and Markets Authority said Friday it has opened a formal probe into Nationwide Building Society's plans to buy Virgin Money for £2.9 billion ($3.7 billion), which they say would create a combined group with assets of approximately £366 billion.
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May 30, 2024
Exec Found Liable For 'Shadow Trading' Seeks New Trial
A former executive of biopharmaceutical company Medivation Inc. whom a jury found liable for using inside information from his company when he purchased stock in a rival pharmaceutical maker has moved for a new trial in the U.S. Securities and Exchange Commission's novel "shadow trading" case.
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May 30, 2024
Morgan Stanley Helped Musk's Stealth Twitter Buys, Suit Says
Elon Musk and his wealth manager tapped Morgan Stanley to help the Tesla CEO quietly acquire billions of dollars in Twitter securities without tipping off the market before he announced plans to take over the social media company, according to an amended complaint filed in New York federal court.
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May 30, 2024
Musk Won't Appeal Deposition Order In SEC's Twitter Case
Elon Musk has agreed to waive his right to appeal a California federal judge's order forcing him to testify again in the U.S. Securities and Exchange Commission's suit over his $44 billion acquisition of Twitter, now known as X, according to a stipulation filed Thursday.
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May 30, 2024
Autonomy VP Declines To Take Stand As Fraud Trial Nears End
Testimony wrapped Thursday in a California federal criminal trial over claims that former Autonomy CEO Michael Lynch and finance vice president Stephen Chamberlain duped HP into overpaying billions for the British tech company, as Chamberlain opted not to testify in his own defense after Lynch stepped off the witness stand.
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May 30, 2024
Chancery Sweeps Away Most Challenges To Broker's Control
Independent insurance distributor BRP Group Inc. has defeated most stockholder challenges to founder preapproval requirements for company actions, according to a Delaware Court of Chancery ruling upholding a consent and defense agreement established after the company was sued.
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May 30, 2024
Divided FTC Won't Delay Kroger-Albertsons In-House Case
The Federal Trade Commission's three Democrats refused Wednesday to delay the agency in-house challenge to Kroger's $24.6 billion purchase of Albertsons, blaming the grocery giants for their scheduling challenges and drawing a sharp dissent from the FTC's two Republicans.
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May 30, 2024
FTC, Novant Ask To Delay In-House Trial On Merger Challenge
The Federal Trade Commission and Novant Health have asked to postpone an upcoming administrative hearing over the nonprofit's proposed purchase of two North Carolina hospitals, a purchase that regulators are concerned will dampen competition in the region, according to a notice filed in federal court.
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May 30, 2024
KKR's $24B NetCo Buy Gets EU Regulatory Approval
The European Commission said Thursday it has approved KKR & Co.'s planned $23.7 billion acquisition of NetCo from Italian telecommunications provider TIM Group, paving the way for the close of one of the largest deals announced last year.
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May 30, 2024
The 'Not-Postings' Of A Delaware Chancery Court Judge
Close observers of Delaware's Court of Chancery have recently gotten a new window into the First State's preeminent court of equity: Delaware Vice Chancellor J. Travis Laster, one of seven judges on the court's bench, has recently rejoined LinkedIn.
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May 30, 2024
Deals Rumor Mill: Aramco, Double Eagle, WeWork
Saudi Arabia is planning a stock sale of state-backed oil giant Armaco that could exceed $10 billion, Double Eagle hopes to unload a Permian-based oil producer for $6.5 billion, and Adam Neumman has ended his bid to reacquire WeWork. Here, Law360 breaks down these and other notable deal rumors from the past week.
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May 30, 2024
Ex-KPMG Manager Joins Davis+Gilbert As Tax Partner
A former managing director at KPMG has joined New York law firm Davis+Gilbert LLP as a tax partner in its corporate and transactions practice, Davis+Gilbert announced.
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May 30, 2024
US Steel, Nippon Obtain All Non-US Regulatory Approvals
U.S. Steel Corp. and Nippon Steel Corp. said Thursday they have received all non-U.S. regulatory nods to move ahead with their planned $14.9 billion merger, including from the European Commission and the U.K.'s Competition and Markets Authority.
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May 30, 2024
Clifford Chance Steers Brookfield's €6B Energy Biz Purchase
Brookfield Corp. said on Thursday that it plans to buy French green energy company Neoen SA for €6.1 billion ($6.6 billion) as the Canadian asset manager moves to diversify its business in the global renewables market.
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May 29, 2024
Forescout Investors Win Class Cert. Over Tanked Sale
A California federal judge agreed to certify a class of shareholders of cybersecurity company Forescout who allege the company deceived investors ahead of a sale that ultimately fell apart, marking the latest win for plaintiffs who previously saw the case dismissed with prejudice three years ago.
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May 29, 2024
Chancery Sends Momentus De-SPAC Claims Toward Trial
A Delaware vice chancellor refused to dismiss any counts Wednesday in a suit filed by investors in the special purpose acquisition company that took commercial space venture Momentus Inc. public in August 2021, with the court noting that the case will be judged on plaintiff friendly entire fairness standards.
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May 29, 2024
Bankrupt EV Charger Co. Execs Hid Liquidity Woes, Suit Says
Three current and former executives of bankrupt electric-vehicle charging infrastructure company Charge Enterprises Inc. face an investor's proposed class action claiming the executives concealed a liquidity crisis involving the company's founder and his investment advisory firm that allegedly precipitated Charge's bankruptcy.
Expert Analysis
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How Biotech Deals May Help Competition, Despite FTC View
The Federal Trade Commission's complaint against Sanofi's proposed partnership with Maze Therapeutics highlights increasing skepticism of so-called killer acquisitions, but a closer look reveals potentially legitimate reasons behind why entities might decide to delay or abandon the development of acquired products, say consultants at Analysis Group.
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Series
Playing Competitive Tennis Makes Me A Better Lawyer
My experience playing competitive tennis has highlighted why prioritizing exercise and stress relief, maintaining perspective under pressure, and supporting colleagues in pursuit of a common goal are all key aspects of championing a successful legal career, says Madhumita Datta at Lowenstein Sandler.
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Series
The Pop Culture Docket: Judge Djerassi On Super Bowl 52
Philadelphia Court of Common Pleas Judge Ramy Djerassi discusses how Super Bowl 52, in which the Philadelphia Eagles prevailed over the New England Patriots, provides an apt metaphor for alternative dispute resolution processes in commercial business cases.
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Reverse Merger Tips For Biotechs After SEC's Recent Actions
Several recent U.S. Securities and Exchange Commission developments could limit the viability of reverse mergers for biotech companies, and will require additional creativity and analysis for private companies looking to go public, say attorneys at Orrick.
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What R&W Insurance Access Means For Small-Cap M&A
As a slowdown in mergers and acquisitions has increased insurer appetite for underwriting small-cap transactions, buyers of small and midsize enterprises stand to benefit from easier access to representations and warranties insurance, which can add protection and reassurance for all parties involved in a deal, say Caroline Thee and Ewelina Mikocewicz at Taft Stettinius.
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Del. Dispatch: Efforts Clause Trumps Contractual Right
The Delaware Court of Chancery's Chordia v. Lee ruling this month — that the efforts clause set forth in a stockholders' agreement overrode the acquired company's right to fire its officers and employees — highlights key considerations for parties in such agreements to avoid post-acquisition disputes, say attorneys at Fried Frank.
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Employee Experience Strategy Can Boost Law Firm Success
Amid continuing business uncertainty, law firms should consider adopting a holistic employee experience strategy — prioritizing consistency, targeting signature moments and leveraging measurement tools — to maximize productivity and profitability, says Haley Revel at Calibrate Consulting.
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Series
Competing In Triathlons Makes Me A Better Lawyer
While practicing law and competing in long-distance triathlons can make work and life feel unbalanced at times, participating in the sport has revealed important lessons about versatility, self-care and perseverance that apply to the office as much as they do the racecourse, says Laura Heusel at Butler Snow.
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Notes Of Interest From 5th Circ. Illumina-Grail Merger Ruling
Attorneys at Simpson Thacher consider the Fifth Circuit's recent decision upholding the Federal Trade Commission's challenge of the Illumina merger with Grail, its much-needed boost to the Biden administration's antitrust agenda, and some silver linings the decision offers to merging parties.
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Where Justices Stand On Chevron Doctrine Post-Argument
Following recent oral argument at the U.S. Supreme Court, at least four justices appear to be in favor of overturning the long-standing Chevron deference, and three justices seem ready to uphold it, which means the ultimate decision may rest on Chief Justice John Roberts' vote, say Wayne D'Angelo and Zachary Lee at Kelley Drye.
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GAO Decision Underscores Complexity Of '180-Day Rule'
The Government Accountability Office's ruling last month in Washington Business Dynamics, evaluating its eligibility for a small business set-aside contract, provides an important reminder for companies to stay vigilant of developments around the evolving "180-day rule" for submitting a proposal, say Stephen Ramaley and Adam Bartolanzo at Miles & Stockbridge.
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Perspectives
6 Practice Pointers For Pro Bono Immigration Practice
An attorney taking on their first pro bono immigration matter may find the law and procedures beguiling, but understanding key deadlines, the significance of individual immigration judges' rules and specialized aspects of the practice can help avoid common missteps, says Steven Malm at Haynes Boone.
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Bank M&A Considerations Amid 2024's Regulatory Uncertainty
Following the decline in banking mergers to the lowest level in more than a decade last year, receptiveness to community bank combinations and positive macroeconomic factors may help banks with less than $50 billion in assets see increased deal-making opportunities this year, despite regulatory uncertainty, say Robert Azarow and Amber Hay at Arnold & Porter.
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Lessons From Country Singer's Personal Service Saga
Recent reports that country singer Luke Combs won a judgment against a Florida woman who didn’t receive notice of the counterfeit suit against her should serve as a reminder for attorneys on best practices for effectuating service by electronic means, say attorneys at Jenner & Block.
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Inside Del. Determinations Of Specific Performance In M&A
Delaware M&A rulings, including several from the end of 2023, shed light on the facts that courts may consider when determining whether a party to a transaction is entitled to specific performance, say attorneys at White & Case and Odeko.