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Mergers & Acquisitions
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May 29, 2024
Anglo American Rejects Extension To £38.6B BHP Offer
British miner Anglo American PLC rejected a last-minute request from BHP Group to extend takeover talks on Wednesday, even though the Australian rival has offered concessions to help sweeten its latest offer of £38.6 billion ($49.3 billion).
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May 28, 2024
Autonomy Founder Says HP 'Panicked,' Tried To Unwind Deal
Autonomy founder Michael Lynch testified Tuesday in a California federal criminal trial over claims he conned HP into overpaying for his company that HP's board "panicked" after news of the acquisition leaked and HP's stock dropped 20%, that HP fired its CEO and that it attempted to back out of the deal.
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May 28, 2024
Chancery Finds Ex-CEO Owed $79M For Share Lockup Losses
The former CEO of a 3D building imaging company is owed more than $79 million in damages in his share value suit against the company, but not the more than $141 million he sought, the Delaware Chancery Court ruled Tuesday.
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May 28, 2024
Consumers, Advertisers Seek Class Cert. Against Meta
Advertisers and consumers suing Facebook owner Meta Platforms Inc. over allegations of monopolizing the online social media advertising market and misusing users' data in the process have told the California federal court overseeing their claims that they believe it's time for the proposed classes to be certified.
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May 28, 2024
J&J To Pay $1.25B For Global Rights To Eczema Treatment
Johnson & Johnson has agreed to buy the rights to an experimental treatment for eczema from Baker McKenzie-advised Numab Therapeutics for approximately $1.25 billion, the companies announced on Tuesday.
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May 28, 2024
Twitter Investors Seek Cert Over Musk's Backtrack On Buyout
A group of Twitter investors have asked a California federal judge to certify a class over claims Elon Musk fraudulently tweeted about the social media company's alleged bot problem to get out of his $44 billion acquisition, arguing that the case is "perfectly suited for class certification."
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May 28, 2024
Chancery Tosses Some Computing Co. Deal Breach Claims
Delaware's Court of Chancery on Tuesday thinned out the tangled technology investor brawl that emerged from Quantum Computing Inc.'s acquisition of QPhoton LLC in May 2022, dismissing individual parties from the case and narrowing claims against the two companies.
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May 28, 2024
Chevron Confident As Hess Shareholders Approve $53B Deal
Hess Corp. said Tuesday it has received the necessary stockholder approvals to close its $53 billion sale to Chevron Corp., as Chevron separately expressed confidence that it will prevail in an ongoing dispute with Exxon Mobil Corp. and wrap up the regulatory process soon.
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May 28, 2024
Catching Up With Delaware's Chancery Court
Delaware Court of Chancery watchers shifted their focus last week from the courtroom to Dover's legislative hall, as proposed amendments to Delaware's corporate code were finally introduced to state lawmakers. Hearings, decisions and reversals involved Kraft-Heinz, AMC Entertainment and the merger of cryptocurrency companies BitGo and Galaxy. In case you missed it, here's the latest from Delaware's Chancery Court.
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May 28, 2024
Kroger, Albertsons Must Give FTC Texts, Written Notes
Claims from a pair of multibillion-dollar grocery giants that a discovery request will pose financial burden held no sway over a Federal Trade Commission in-house judge who last week ordered Kroger and Albertsons to produce text messages and handwritten notes from key employees as part of the agency's merger challenge.
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May 28, 2024
Biz Groups Back BofA In Merger Interest Tax Fight At 4th Circ.
Business groups told the Fourth Circuit on Tuesday that they supported Bank of America in its fight against a North Carolina federal court ruling that found the bank wasn't entitled to net the interest on the tax liabilities of Merrill Lynch after the two companies merged.
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May 28, 2024
TransDigm Buys Fellow Aerospace Biz In $655M Cash Deal
Aerospace company TransDigm Inc., advised by BakerHostetler, on Tuesday unveiled plans to acquire Vedder Price PC-led Raptor Scientific for $655 million in cash.
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May 28, 2024
EEX, Nasdaq Power Offer EU Fixes For Deal
European Energy Exchange AG and Nasdaq have offered fixes for potential competition concerns raised by the planned sale of Nasdaq's European power trading and clearing business after enforcers in several European member states referred the deal for a review.
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May 28, 2024
Del. Justices Say Interest Includes Prejudgment Interest
Delaware's top court ruled Tuesday that accrued interest on judgments must include prejudgment interest, in a ruling on a $36 million Delaware Superior Court jury verdict in February 2023 favoring institutional broker-adviser LCT Capital in a merger services dispute with NGL Energy Partners.
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May 28, 2024
V&E, Sidley Austin Build $3.25B Sale Of WTG Midstream
Vinson & Elkins LLP-advised Energy Transfer on Tuesday announced plans to purchase privately held midstream company WTG Midstream, advised by Sidley Austin LLP, in a deal valued at roughly $3.25 billion.
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May 28, 2024
Holland & Knight Adds BCLP Corporate Pro, Marine Veteran
Holland & Knight LLP is continuing its corporate practice growth with the addition of a Bryan Cave Leighton Paisner LLP counsel and U.S. Marine Corps veteran in New York, the firm announced on Tuesday.
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May 28, 2024
OpenText Says Excess Insurer Can't Join Merger Spat
OpenText urged a Michigan federal court to keep an excess insurer out of a coverage dispute stemming from an underlying class action over the software company's merger with Covisint, arguing that the insurer's reasons behind wanting to intervene are speculative and unripe.
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May 28, 2024
Energy Capital Raises $6.7B, Inks $2.6B Atlantica Acquisition
Energy Capital Partners has amassed $6.7 billion for its latest fund and co-investment vehicle and has also struck an agreement to buy Atlantica Sustainable Infrastructure for $2.6 billion, according to statements Tuesday.
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May 28, 2024
Chancery Speeds Microsoft Query Over $68.7B Activision Deal
Microsoft Corp. is entitled to a quick court declaration on whether its $68.7 billion acquisition of Activision Blizzard Inc. in October was valid, and a pension fund shareholder that challenged the deal has a right to be involved in the process, Delaware's Court of Chancery said Tuesday.
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May 28, 2024
CSG Ups Bid For Vista's Sporting Biz To $1.96B
Vista Outdoor Inc. on Tuesday announced that Czech defense company Czechoslovak Group AS increased its offer to purchase Vista's sporting products division to $1.96 billion, while the outdoor products company also noted it had rejected a $3 billion takeover bid from Dallas-based investment firm MNC Capital.
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May 28, 2024
Cleary, DLA Piper Steer T-Mobile's $4.4B UScellular Purchase
T-Mobile has agreed to buy United States Cellular Corp.'s wireless operations for $4.4 billion, including debt, in a deal that T-Mobile said on Tuesday will give customers "much needed choice" and provide "more real competition across the wireless industry."
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May 28, 2024
Baker McKenzie Adds M&A, Private Equity Head From O'Melveny
Baker McKenzie said Tuesday it has hired the head of the mergers and acquisitions and private equity practices from O'Melveny & Myers LLP to serve as the new co-head of its transactional group in New York.
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May 28, 2024
White & Case Guides ABN Amro On €672M German Bank Buy
Dutch lender ABN Amro said Tuesday that it plans to a buy German private bank for €672 million ($730 million) in a move to become one of the largest providers of banking services to wealthy clients in Germany.
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May 24, 2024
Live Nation Ticket Buyers Follow Feds With Antitrust Suit
Live Nation and Ticketmaster were hit with a consumer antitrust proposed class action Thursday accusing them of monopolizing concert promotion and ticketing for major concert venues following their 2010 merger, which comes on the heels of the U.S. Department of Justice's own lawsuit.
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May 24, 2024
Ousted Publishing CEO Not Satisfied With Say In Potential Sale
The ousted CEO of the publisher behind the Pittsburgh Post-Gazette and the Toledo Blade isn't dropping his case against his family's newspaper empire just because he won his bid to weigh in on the company's potential sale, his attorney told an Ohio state court judge Friday, who compared the conflict to a messy divorce.
Expert Analysis
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UK Takeover Code Changes: Key Points For Bidders, Targets
Newly effective amendments to Rule 21 of the U.K. Takeover Code, which remove legal and administrative constraints on a target operating its business in the ordinary way during an offer, will add clarity for targets and bidders, and are likely to be welcomed by both, say lawyers at Davis Polk.
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7 Enforcement Predictions For US Export Controls, Sanctions
Federal agencies' assertions of coming increases in export-control and sanctions-violations enforcement are not new, but recent improvements in resources and inter-agency cooperation allow for certain predictions about how the administration’s latest approach to enforcement may be applied going forward, say attorneys at Akin.
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8 Ways To Negotiate Improved Disgorgement Outcomes
The U.S. Securities and Exchange Commission's nearly $3.4 billion collected in disgorgements in 2023 shows that substantial disgorgement claims from regulators and law enforcement are the new norm, but corporations may be able to dramatically reduce what they owe by using eight strategies to argue for reduced net profit calculations, say experts at AlixPartners.
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Series
The Pop Culture Docket: Judge D'Emic On Moby Grape
The 1968 Moby Grape song "Murder in My Heart for the Judge" tells the tale of a fictional defendant treated with scorn by the judge, illustrating how much the legal system has evolved in the past 50 years, largely due to problem-solving courts and the principles of procedural justice, says Kings County Supreme Court Administrative Judge Matthew D'Emic.
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What Banks Should Know About FDIC Assessment Rule
Max Bonici at Venable answers questions banking organizations may have about the Federal Deposit Insurance Corp.'s recent approval of a rule implementing a special assessment on banks to recoup costs associated with protecting uninsured depositors after the bank failures earlier this year, and highlights other considerations for uninsured deposits.
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Series
Performing Music Makes Me A Better Lawyer
The discipline of performing live music has directly and positively influenced my effectiveness as a litigator — serving as a reminder that practice, intuition and team building are all important elements of a successful law practice, says Jeff Wakolbinger at Bryan Cave.
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EU Rejection Of Booking.com Deal Veers From Past Practice
The European Commission's recent prohibition of Booking's purchase of Etraveli based on ecosystem theories of harm reveals a lower bar for prohibiting nonhorizontal mergers, and may mean increased merger scrutiny for companies with entrenched market positions in digital markets, say lawyers at Linklaters.
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Breaking Down High Court's New Code Of Conduct
The U.S. Supreme Court recently adopted its first-ever code of conduct, and counsel will need to work closely with clients in navigating its provisions, from gift-giving to recusal bids, say Phillip Gordon and Mateo Forero at Holtzman Vogel.
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Mitigating Antitrust Risk Amid Increased Dealmaking Scrutiny
While deals continue to get done despite 60% of significant merger investigations in the U.S. last year concluding with a complaint or abandoned transaction, private equity firms should identify and assess potential antitrust risks and develop strategies to mitigate them early in the deal process, say attorneys at Dechert.
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Opinion
Legal Profession Gender Parity Requires Equal Parental Leave
To truly foster equity in the legal profession and to promote attorney retention, workplaces need to better support all parents, regardless of gender — starting by offering equal and robust parental leave to both birthing and non-birthing parents, says Ali Spindler at Irwin Fritchie.
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Opinion
Activist Short-Sellers Are The Dark Knights Of Wall Street
While so-called activist short-sellers have been subject to increased scrutiny in recent years, these investors work in the shadows like Batman to expose fraud on Wall Street, often generating leads that may move regulators to take action, say attorneys at Labaton Sucharow.
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Series
Writing Thriller Novels Makes Me A Better Lawyer
Authoring several thriller novels has enriched my work by providing a fresh perspective on my privacy practice, expanding my knowledge, and keeping me alert to the next wave of issues in an increasingly complex space — a reminder to all lawyers that extracurricular activities can help sharpen professional instincts, says Reece Hirsch at Morgan Lewis.
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What Lawyers Must Know About Calif. State Bar's AI Guidance
Initial recommendations from the State Bar of California regarding use of generative artificial intelligence by lawyers have the potential to become a useful set of guidelines in the industry, covering confidentiality, supervision and training, communications, discrimination and more, say attorneys at Debevoise.
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Industry Must Elevate Native American Women Attys' Stories
The American Bar Association's recent research study into Native American women attorneys' experiences in the legal industry reveals the glacial pace of progress, and should inform efforts to amplify Native voices in the field, says Mary Smith, president of the ABA.
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Understanding Discovery Obligations In Era Of Generative AI
Excerpt from Practical Guidance
Attorneys and businesses must adapt to the unique discovery challenges presented by generative artificial intelligence, such as chatbot content and prompts, while upholding the principles of fairness, transparency and compliance with legal obligations in federal civil litigation, say attorneys at King & Spalding.