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Mergers & Acquisitions
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August 23, 2024
Sale Sought For Assets Of Alex Jones' Co.
The court-appointed trustee in Alex Jones' bankruptcy case has asked a Texas judge to authorize the liquidation and wind-down of Free Speech Systems LLC, arguing that Jones' estate wholly owns the company and that it has valuable assets to monetize.
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August 23, 2024
Electric Car Co. Fisker Promises Ch. 11 Plan In A Week's Time
A Delaware bankruptcy judge Friday gave defunct electric-vehicle maker Fisker Inc. permission to enter into a deal with its lenders that will see it file a Chapter 11 plan by the end of August and seek court approval for the plan in just over a month.
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August 23, 2024
Canada Mining Biz Seeks US Listing Via $589M SPAC Merger
Canadian rare-earth miner Tactical Resources Corp. plans to go public in the U.S. by merging with special purpose acquisition company Plum Acquisition III Corp. at an estimated value of $589 million, both parties announced on Friday, through a deal guided by four law firms.
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August 23, 2024
Clinic Biz Can Tap Additional Ch. 11 Lifeline, Judge Says
A Delaware bankruptcy judge agreed on Friday to allow clinic operator Pioneer Health to take on more debtor-in-possession financing as it works toward an asset sale, finding the latest arrangement to be in the debtor's best interest.
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August 23, 2024
SPAC Investors Ask Full 9th Circ. To Rethink Lucid Merger
Investors have urged the full Ninth Circuit to rethink a panel's refusal to revive their proposed class action alleging that Lucid duped them into buying stock in a special purpose acquisition company ahead of the electric vehicle maker's $11.75 billion merger, arguing that the panel's holding misconstrues U.S. Supreme Court precedent, among other issues.
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August 23, 2024
Covington-Led Getinge Pays $477M For Organ Transplant Biz
Swedish healthcare company Getinge, advised by Covington & Burling LLP, has unveiled plans to buy Sheppard Mullin Richter & Hampton LLP-led Paragonix, a provider of organ transport products and services in the U.S., in a $477 million deal.
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August 23, 2024
Wachtell Reps As MLB's Braves Announce Executive Shakeup
The parent company of the Atlanta Braves on Friday announced that Chairman and CEO Terry McGuirk will have increased voting power, representing a major shift in control after Liberty Media Corp. split off from the MLB team and its associated real estate development company in November 2022 to become a separate publicly traded entity.
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August 23, 2024
Taxation With Representation: Latham, Wachtell, Paul Weiss
In this week's Taxation With Representation, Arch Resources merges with Consol Energy in a deal worth $5.2 billion, Advanced Micro Devices agrees to purchase ZT Systems for $4.9 billion, and Japanese tobacco company JT Group inks a deal to buy Vector Group for $2.4 billion.
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August 22, 2024
Pennsylvania Hospital Gets 1 Week Reprieve In Steward Ch. 11
A Texas bankruptcy judge on Thursday approved an order setting general closing procedures for bankrupt hospital operator Steward Health Care, but gave Pennsylvania authorities a week's reprieve as they try to arrange a hospital sale.
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August 22, 2024
Investors Sue Orthopedics Co., Ousted Execs Over Stock Drop
Investors of Texas-based Orthofix Medical Inc. have launched a proposed class action against the spine and orthopedics company and current and former executives, claiming the company's stock tumbled more than 30% following Orthofix's merger with medical technology company SeaSpine in 2023 and the unexpected termination and reshuffle of some of the company's C-suite.
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August 22, 2024
Big Deals Boost M&A Values As Transaction Numbers Dip
Large global deals and mega-mergers continued to boost global mergers and acquisitions values through the first half of 2024, compensating for record lows in the total number of deals announced, according to a recent report from S&P Global Intelligence.
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August 22, 2024
Kroger-Albertsons Wrong On Labor Law In FTC Row: NLRB
The National Labor Relations Board used an amicus brief Wednesday to call out Kroger and Albertsons for their "mistaken" citation to labor law as a defense against Federal Trade Commission claims that the grocery giants' $25 billion megamerger threatens union bargaining leverage.
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August 22, 2024
Israeli Tech Co. Cancels SPAC Deal Amid Market Rout
Pomvom, an Israeli software maker that caters to theme parks, and a special purpose acquisition company announced Thursday they have nixed their planned $125 million merger, which would've taken the tech firm public, citing a "change in global market conditions."
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August 22, 2024
Borrowed Claims Revived In CenturyLink Merger Suit
A Colorado Court of Appeals panel said Thursday that attorneys can borrow confidential witness statements from other lawsuits without speaking to the witnesses as long as they take other investigatory steps, reinstating a shareholder suit against CenturyLink.
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August 22, 2024
Flyers Chided For Late Bid To Block Alaska-Hawaiian Deal
A Hawaii federal judge refused to pause the planned $1.9 billion tie-up between Alaska Airlines and Hawaiian Airlines on Wednesday, telling attorneys for the passengers and travel agents bringing a merger challenge that they appear to have "forgotten" the case was tossed.
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August 22, 2024
Deals Rumor Mill: Saudi Fund, Disney-Reliance, Repligen
Saudi Arabia’s sovereign wealth fund wants to launch a new cargo airline, India’s antitrust regulators worry about power over cricket rights if the $8.5 billion merger of Walt Disney’s Indian business with Reliance Entertainment is allowed, and drug manufacturing provider Repligen is eyeing Maravai LifeSciences. Here, Law360 breaks down these and other notable deal rumors from the past week.
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August 22, 2024
Mike Lynch's Path From Tech Founder To DOJ Target
Friends and colleagues paid tribute to Mike Lynch following his death in a yachting accident on Thursday, hailing the British tech entrepreneur for the decades he spent furthering the industry despite the legal troubles that threatened to overshadow his career.
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August 22, 2024
Mining Firm USA Rare Earth Inks $870M SPAC Merger
Mining and magnet firm USA Rare Earth LLC, advised by King & Spalding LLP, on Thursday announced plans to go public at a pro forma enterprise value of $870 million by merging with White & Case LLP-led special purpose acquisition company Inflection Point Acquisition Corp. II.
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August 22, 2024
'Beloved By Everyone': Attys Recall Clifford Chance's Morvillo
Clifford Chance LLP partner Christopher Morvillo, who died this week after a luxury yacht he was on sank off the coast of Sicily, is being remembered not only as a lion of the legal community but also as an "extraordinary human being" and a "Renaissance man" who was devoted to his family.
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August 22, 2024
Latham-Led Carlyle Scooping Auto Parts Distributor For $1.5B
Advance Auto Parts said Thursday it has struck an agreement to sell Worldpac Inc., an automotive parts wholesale distribution business, to private equity firm Carlyle for $1.5 billion, as the company looks to streamline operations amid declining profits.
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August 22, 2024
Mike Lynch's Body Recovered From Yacht Wreck
Mike Lynch, founder of technology company Autonomy, died when a yacht he was aboard sank off the Sicilian coast, his family confirmed Friday, after a trip the entrepreneur had reportedly chartered with his legal team to celebrate their victory in a U.S. fraud case.
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August 22, 2024
Paramount Board Vets $6B Bronfman Bid, Cravath Counsels
Paramount Global confirmed late Wednesday that a consortium of investors led by media executive Edgar Bronfman Jr. has submitted a proposal to purchase the company, interjecting a bid that complicates Paramount's existing deal to merge with Skydance Media.
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August 21, 2024
Ropes & Gray Reps TJ Maxx On $360M Brands For Less Deal
The parent company of department store chain TJ Maxx, led by Ropes & Gray LLP, announced Wednesday that it has agreed to take on a 35% stake in Dubai-based Brands For Less for about $360 million.
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August 21, 2024
Cyber Tech Biz Sued In Del. After Thoma Bravo-Backed Merger
An Exabeam Inc. stockholder sued in Delaware's Court of Chancery on Wednesday for post-merger appraisal of his shares, in part to assure access to books and records related to a tie-up with LogRhythm Inc., alleging multiple disclosure concerns prior to the Thoma Bravo-aligned deal.
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August 21, 2024
3rd Circ. Affirms Health Chain Win In Pa. Hospital Sale Dispute
The seller of a Pennsylvania hospital was in compliance with its state licensing requirements when the facility was sold, and thus, did not violate the terms of the sale agreement when the buyer needed to update its fire-safety plans to stay licensed, the Third Circuit has affirmed.
Expert Analysis
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How Generative AI May Aid Merger Clearance Process
Generative artificial intelligence capable of analyzing and searching large datasets stands to revolutionize the merger clearance process, including by significantly reducing the time and effort required to respond to Hart-Scott-Rodino second requests, say Kenneth Koch and Brian Blush at BDO USA.
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Antitrust In Retail: The Meaning Of 'Accessible Luxury'
In order for the Federal Trade Commission to block a deal that would put six "accessible luxury" brands, including Coach and Michael Kors, under one roof, the agency will need to prove that this category is distinct from the true luxury or mass-market categories, says David Kully at Holland & Knight.
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A Case Study For Calif. Cities In Water Utility Takeovers
With growing water scarcity and drier weather looming, some local governments in California have sought to acquire investor-owned water utilities by eminent domain — but the 2016 case of Claremont v. Golden State Water is a reminder that such municipalization attempts must meet certain statutory requirements, say attorneys at Nossaman.
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4 Important Events In Bank Regulation: A Midyear Review
The first six months of 2024 have been fairly stable for the banking industry, though U.S. Supreme Court decisions and proposals from regulators have significantly affected the regulatory standards applicable to insured depository institutions, says Christina Grigorian at Katten.
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Series
Skiing And Surfing Make Me A Better Lawyer
The skills I’ve learned while riding waves in the ocean and slopes in the mountains have translated to my legal career — developing strong mentor relationships, remaining calm in difficult situations, and being prepared and able to move to a backup plan when needed, says Brian Claassen at Knobbe Martens.
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Unpacking The Circuit Split Over A Federal Atty Fee Rule
Federal circuit courts that have addressed Rule 41(d) of the Federal Rules of Civil Procedure are split as to whether attorney fees are included as part of the costs of a previously dismissed action, so practitioners aiming to recover or avoid fees should tailor arguments to the appropriate court, says Joseph Myles and Lionel Lavenue at Finnegan.
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6 Tips For Maximizing After-Tax Returns In Private M&A Deals
With potential tax legislation likely to spur a surge in private business sales, sellers can make the most of after-tax proceeds with strategies that include price allocation and qualified investment options, say Isaac Grossman and Daniel Studin at Morrison Cohen.
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After A Brief Hiccup, The 'Rocket Docket' Soars Back To No. 1
The Eastern District of Virginia’s precipitous 2022 fall from its storied rocket docket status appears to have been a temporary aberration, as recent statistics reveal that the court is once again back on top as the fastest federal civil trial court in the nation, says Robert Tata at Hunton.
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The Current State Of Healthcare Transaction Reviews In Calif.
As of April, certain healthcare transactions in California have been subject to additional notification compliance requirements, and complying with these new rules could significantly delay and discourage some deals, says Andrew Demetriou at Husch Blackwell.
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Big Banks Face Potential Broader Recovery Plan Rules
The Office of the Comptroller of the Currency's recent call for potentially subjecting more banks to recovery planning standards would represent a significant expansion of the scope of the recovery guidelines, and banks that would be affected should assess whether they’re prepared, say attorneys at Debevoise.
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Practical Private Equity Lessons From 2 Delaware Deals
A pair of Delaware Chancery Court cases remind private equity sponsors that specificity is crucial through the lens of deal certainty, particularly around closing conditions and agreement sections of acquisition agreements, say Robert Rizzo and Larissa Lucas at Weil Gotshal and William Lafferty at Morris Nichols.
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Recruitment Trends In Emerging Law Firm Frontiers
BigLaw firms are facing local recruitment challenges as they increasingly establish offices in cities outside of the major legal hubs, requiring them to weigh various strategies for attracting talent that present different risks and benefits, says Tom Hanlon at Buchanan Law.
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4 Tips For Drafting Earnouts To Avoid Disputes
Amid slowed merger and acquisition activity, buyers and sellers are increasingly turning to earnout provisions to get deals done, but these must be carefully drafted to avoid interpretative differences that can lead to later disputes, say attorneys at Cooley.
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Series
Glassblowing Makes Me A Better Lawyer
I never expected that glassblowing would strongly influence my work as an attorney, but it has taught me the importance of building a solid foundation for your work, learning from others and committing to a lifetime of practice, says Margaret House at Kalijarvi Chuzi.
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Opinion
Paid Noncompetes Offer A Better Solution Than FTC's Ban
A better alternative to the Federal Trade Commission's recent and widely contested noncompete ban would be a nationwide bright-line rule requiring employers to pay employees during the noncompete period, says Steven Kayman at Rottenberg Lipman.