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Mergers & Acquisitions
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May 10, 2024
Guess? Sued To Stop Founders' Alleged Pending Equity Grab
A pension fund stockholder of Guess? Inc. has sued the company, its founders, and its board in Delaware's Court of Chancery, alleging "a covert attempt to strip the company's public stockholders of their contractual right to equal treatment" in connection with a merger or sale of Guess.
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May 10, 2024
Altman's Nuclear Fission Biz Fizzles After SPAC Deal Closes
Shares of Oklo Inc., a nuclear-fission startup backed by OpenAI CEO Sam Altman, were down nearly 50% on Friday, the company's first day of trading after completing its merger with Altman's special-purpose acquisition company AltC Acquisition Corp.
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May 10, 2024
UK Opens Probe Into Thermo Fisher's $3.1B Olink Buy
Britain's competition watchdog said it is opening an inquiry into Thermo Fisher's $3.1 billion bid to buy Swedish biotech firm Olink Holding AB over competition concerns, according to an official notice issued Friday.
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May 10, 2024
Ex-Pillsbury Communications Leader Joins Dickinson Wright
Dickinson Wright PLLC announced that a longtime Pillsbury Winthrop Shaw Pittman LLP attorney who previously served as chair of the firm's communications practice has joined its Washington, D.C., office as a member.
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May 10, 2024
Digital Platform Xtribe To Go Public Via $141M SPAC Merger
Technology-driven marketplace company Xtribe PLC, advised by Cozen O'Connor PC, has announced plans to go public via a merger with Haynes and Boone LLP-led special-purpose acquisition company WinVest Acquisition Corp. in a deal that values Xtribe at an implied equity value of $141 million.
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May 10, 2024
2 Firms Guide United Bankshares On $267M Piedmont Buy
Bowles Rice LLP and Sullivan & Cromwell LLP are representing United Bankshares Inc. on a $267 million agreement to buy Georgia-based Piedmont Bancorp Inc., which the lenders disclosed Friday and said marks United's 34th acquisition.
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May 10, 2024
Climate Control Co. Favors Apollo-Backed €392M Buyout Bid
European climate control specialist Purmo said on Friday its board intends to recommend its purchase by a special purpose vehicle indirectly owned by U.S. private equity giant Apollo Global Management and Rettig, a Finnish investment company, for approximately €392 million ($422 million or £337.5 million).
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May 10, 2024
Sanofi, Novavax Sign $1.2B Deal For One-Shot COVID, Flu Jab
Sanofi and U.S. vaccine developer Novavax Inc. said on Friday that the French pharmaceutical company has bought a co-exclusive licensing agreement worth up to $1.2 billion, part of a collaboration to create a combined global COVID-19 and influenza shot.
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May 09, 2024
FTC Says Handbag Cos. Have Info Needed To Defend $8B Deal
The Federal Trade Commission assailed Tapestry and Capri on Wednesday for demanding more details on the market allegedly threatened by their planned $8.5 billion merger, which would pair the parent company of Coach and Kate Spade with that of Versace and Michael Kors, arguing the firms have the information they need.
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May 09, 2024
Ex-Minor Leaguer Settles With SEC Over Del Taco Deal Tip Off
A former minor league baseball player has agreed to pay more than $58,000 to resolve U.S. Securities and Exchange Commission insider trading allegations involving burger chain Jack in the Box's $575 million acquisition of its fellow chain Del Taco.
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May 09, 2024
Skadden-Led Firm Nets $250M In May's Second SPAC Listing
GP-Act III Acquisition Corp., a Skadden-led special-purpose acquisition company backed by multiple private investment firms, began trading on Thursday after completing a $250 million initial public offering, marking the second SPAC listing this month in an otherwise battered market.
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May 09, 2024
Policies Bar Origis Investor Suit Coverage, Del. Judge Finds
A Delaware Superior Court judge dismissed most insurers from a renewable energy company and its now-former CEO's action seeking coverage for an underlying investor suit over devalued shares, saying Thursday that a "no action" clause in one set of policies and a prior acts exclusion in another preclude coverage.
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May 09, 2024
Musk Fights Latest Subpoena Over $44B Twitter Purchase
Elon Musk's counsel urged a California federal judge on Thursday to undo a magistrate judge's decision requiring the businessman to testify again before the U.S. Securities and Exchange Commission about his $44 billion purchase of the social media platform formerly known as Twitter, calling the subpoena overbroad and unconstitutional.
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May 09, 2024
V&E Defends Its Enviva Work From Trustee's Conflict Claim
Vinson & Elkins LLP urged a Virginia bankruptcy court on Thursday to reject "outrageous claims" by the U.S. Trustee's Office that the law firm shouldn't be allowed to represent Enviva in the wood-pellet maker's Chapter 11 because the firm also works for one of the debtor's major equity holders, arguing that there is no conflict of interest.
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May 09, 2024
Masimo Makes Offer To End Activist Politan's Proxy Contest
Medical technology company Masimo Corp. revealed Thursday that it is willing to appoint one of the director nominees put forth by activist investment firm Politan Capital Management LP in exchange for the company dropping its proxy fight, though Politan signaled distaste with the proposed deal.
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May 09, 2024
DOJ Task Force To Target Healthcare Monopoly, Collusion
The U.S. Department of Justice's Antitrust Division sharpened its focus Thursday on healthcare platforms that combine doctors with insurers, data and more in what the administration's top competition official called the "alarming" accumulation of assets.
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May 09, 2024
GOP Sens. Call Biden's Bluff On US Steel-Nippon
Three Republican senators urged President Joe Biden on Thursday to block Nippon Steel's planned $14.9 billion acquisition of U.S. Steel, calling his prior comments opposing the deal "worthless" while claiming he has the authority to terminate the deal immediately under laws that address "a national emergency."
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May 09, 2024
Bain Capital Plugs $250M Into Professional Services Firm
Technology-enabled professional services company Sikich LLC on Thursday announced that it has secured a $250 million minority growth investment from private equity giant Bain Capital in a transaction built by four firms.
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May 09, 2024
FTC's Exxon-Pioneer Nod Sets New Tone For Oil & Gas M&A
The close of Exxon Mobil Corp.'s $60 billion purchase of Pioneer Natural Resources shows that even the largest oil and gas deals can overcome heavy regulatory and political scrutiny, but an agreement Exxon struck with the Federal Trade Commission puts other energy companies pursuing deals on notice about their public communications.
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May 09, 2024
Brightstar Capital Scores Slot Machine Supplier In $1.1B Deal
Gaming supplier PlayAGS Inc., guided by Cooley LLP, on Thursday announced that it has agreed to be acquired by Kirkland & Ellis LLP-advised Brightstar Capital Partners in a $1.1 billion take-private transaction.
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May 09, 2024
Trump SPAC Investor Convicted Of Insider Trading
A Manhattan federal jury on Thursday convicted a Florida investment pro of securities fraud and conspiracy for allegedly exploiting confidential plans to take Donald Trump's media company Truth Social public in a $23 million insider trading case.
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May 09, 2024
Deals Rumor Mill: Paramount, Peloton, International Paper
Sony and Apollo plan to break up Paramount if their $26 billion bid prevails, private equity firms are eyeing a Peloton buyout, and International Paper gets a $15 billion bid from Brazil's Suzano. Here, Law360 breaks down the notable deal rumors from the past week.
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May 09, 2024
UK Luxury Watch Retailer Buys Italian Jewelry Biz For $130M
Watches of Switzerland Group PLC said Thursday that it has acquired Italian jewelry company Roberto Coin Inc. for $130 million to expand its luxury branded jewelry strategy, building on their existing partnership.
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May 09, 2024
Concord Won't Increase 'Final' $1.5B Bid For Rival Hipgnosis
Concord Chorus Ltd. said Thursday that it has ruled out raising its "final" all-cash offer of $1.25 per share for rival music rights company Hipgnosis Songs, which leaves only an improved bid by private equity firm Blackstone in the running to buy it.
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May 09, 2024
BBVA €12B Offer For TSB Owner Sabadell Turns Hostile
Spanish banking giant BBVA launched a hostile takeover of Banco de Sabadell on Thursday, approaching shareholders directly with a €12 billion ($12.8 billion) all-share deal after being rebuffed by the rival bank's board.
Expert Analysis
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Opinion
Newman Suspension Shows Need For Judicial Reform
The recent suspension of U.S. Circuit Judge Pauline Newman following her alleged refusal to participate in a disability inquiry reveals the need for judicial misconduct reforms to ensure that judges step down when they can no longer serve effectively, says Aliza Shatzman at The Legal Accountability Project.
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Practicing Under DOJ 'Safe Harbor' Policy For M&As
The U.S. Justice Department's recently announced safe harbor policy for mergers and acquisitions offers greater specificity and predictability for acquiring companies that need time to self-report violations, but it's important to remember that the new window is not endless, say attorneys at Simpson Thacher.
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SEC's Life Sciences Actions Utilize Novel Tools And Theories
Recent enforcement actions show that the U.S. Securities and Exchange Commission is employing new forms of data analytics and noteworthy applications of insider trading laws in its scrutiny of fraud within the life sciences and health industries, say Edward Imperatore and Jina Choi at MoFo.
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How And Why Your Firm Should Implement Fixed-Fee Billing
Amid rising burnout in the legal industry and client efforts to curtail spending, pivoting to a fixed-fee billing model may improve client-attorney relationships and offer lawyers financial, logistical and stress relief — while still maintaining profit margins, say Kevin Henderson and Eric Pacifici at SMB Law Group.
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Opinion
SEC Actions Against Musk Are Constitutionally Defective
The U.S. Securities and Exchange Commission's recent subpoena enforcement action against Elon Musk may be constitutionally and statutorily deficient — and the commission staff who issued the subpoenas and the action may have been unconstitutionally appointed, say Alex Lipman at Lipman Law and Justin Weddle at Weddle Law.
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Series
Conn. Banking Brief: The Notable Compliance Updates In Q3
The most notable legal changes affecting Connecticut financial institutions in the third quarter of 2023 included increased regulatory protections for consumers, an expansion of state financial assistance for underserved communities, and a panoply of tweaks to existing laws, says Brian Rich at Barclay Damon.
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Opinion
Judicial Independence Needs Defense Amid Political Threats
Amid recent and historic challenges to the judiciary from political forces, safeguarding judicial independence and maintaining the integrity of the legal system is increasingly urgent, says Robert Peck at the Center for Constitutional Litigation.
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How Law Firms Can Use Account-Based Marketing Strategies
Amid several evolving legal industry trends, account-based marketing can help law firms uncover additional revenue-generating opportunities with existing clients, with key considerations ranging from data analytics to relationship building, say Jennifer Ramsey at stage LLC and consultant Gina Sponzilli.
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Strategic Succession Planning At Law Firms Is Crucial
Senior partners' reluctance to retire, the rise of the nonequity partner tier and generational differences in expectations are all contributing to an increasing number of departures from BigLaw, making it imperative for firms to encourage retirement among senior ranks and provide clearer leadership pathways to junior attorneys, says Laura Leopard at Leopard Solutions.
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The Impact Of Proposed HSR Form Changes On Agency Staff
The Federal Trade Commission's recent proposed changes to the Hart-Scott-Rodino Notification and Report Form will have the unintended effect of drastically increasing the burden on agency staff without an appreciable increase in their ability to detect potentially anti-competitive transactions, say Amanda Wait and Andrew Eklund at Norton Rose.
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FTC's Health Co. Suit Indicates Agency's Private Equity Focus
The Federal Trade Commission's latest lawsuit against an anesthesia company and its private equity investor highlights the agency's willingness to regulate the health care industry even when relevant acquisitions are relatively dated or when the controlling entity's economic interest is under 50%, say attorneys at Simpson Thacher.
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Top 4 Antitrust Enforcement Issues In Health Care Today
The Federal Trade Commission's recent lawsuit against U.S. Anesthesia Partners exemplifies antitrust enforcement authorities' efforts to aggressively reshape the health care industry, ranging from new proposed rules to withdrawals of previous guidance, say attorneys at Fried Frank.
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Maximizing Law Firm Profitability In Uncertain Times
As threats of an economic downturn loom, firms can boost profits by embracing the power of bottom-line management and creating an ecosystem where strategic financial oversight and robust timekeeping practices meet evolved client relations, says Shireen Hilal at Maior Strategic Consulting.
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OECD Gender Inclusive Toolkit May Inform Competition Policy
A toolkit recently released by the Organization for Economic Cooperation and Development offers a potential framework for guiding competition regulators and practitioners to better understand how market dynamics affect different gender groups, and could potentially be applied to other demographic lenses as well, say analysts at Analysis Group.
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Alleged $636M Deal Error Highlights Ethics Considerations
Adelman v. Proskauer, a malpractice suit that allegedly arose from a cut-and-paste error resulting in potential damages of $636 million, presents an intriguing juxtaposition of facts and legal issues — and practical ethical considerations for transactions attorneys, says Richard Leisner at Trenam Law.