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Mergers & Acquisitions
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July 11, 2024
Earned Wealth Secures $200M, Buys Peer Thomas Doll
DLA Piper-advised Earned Wealth announced on Thursday that it received a $200 million growth investment from growth equity investors while simultaneously unveiling its acquisition of fellow medical professional-focused financial services firm Thomas Doll.
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July 11, 2024
Ropes & Gray, Paul Weiss Steer Bain's $4.5B Envestnet Buy
Ropes & Gray-led Bain Capital will buy Envestnet Inc., guided by Paul Weiss, in a take-private deal that values the financial technology company at $4.5 billion, Envestnet said in a statement Thursday.
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July 11, 2024
White & Case Guides Turkish Biz's $310M Port Co. Buyout
U.K. cruise port operator Global Ports Holding PLC said on Thursday that it has agreed to be bought out by a subsidiary of its majority shareholder Global Yatirim Holding AS, a Turkish conglomerate, for $310 million.
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July 10, 2024
Nasdaq Says It's Immune To SPAC's 'Racial Animus' Claims
The Nasdaq Stock Market has asked a Brooklyn federal judge to toss claims it "arbitrarily and capriciously" derailed a minority-led special purpose acquisition company's plans, arguing in a Wednesday filing that it's immune to such claims as a self-regulatory organization.
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July 10, 2024
AdaptHealth Investor Attys Get 25% Of $51M Deal, With Caveat
A Pennsylvania federal judge on Wednesday granted final approval to a $51 million settlement between AdaptHealth and investors over allegations tied to its merger with a blank check company, but the plaintiffs' counsel must wait for certain shares to be sold before they can collect their $12.8 million fee.
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July 10, 2024
Ellenoff-Led SPAC Raises $200M To Pursue Healthcare Merger
SIM Acquisition Corp. I, a special-purpose acquisition company formed to pursue a healthcare merger, began trading Wednesday after pricing a $200 million initial public offering, represented by Ellenoff Grossman & Schole LLP and underwriters counsel Kirkland & Ellis LLP.
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July 10, 2024
Thoma Bravo's Qualtrics Bid Fell Short, SAP Tells Chancery
Thoma Bravo LP may have offered $1.2 billion more than Silver Lake Management to buy Qualtrics International Inc. from software company SAP SE in 2023, but other aspects of the bid were less attractive than Silver Lake's $12.5 billion offer, an attorney for SAP directors told Delaware's Court of Chancery on Wednesday.
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July 10, 2024
Skydance, Paramount Unlikely To Hit Regulatory Roadblocks
After Skydance Media and Paramount Global finally inked a deal to merge, the parties will move through a 45-day go-shop period and a review from U.S. regulators, but experts told Law360 the deal is unlikely to hit any antitrust obstacles.
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July 10, 2024
Kirkland, Skadden Steer $1.8B Honeywell Natural Gas Biz Deal
Kirkland & Ellis LLP-led Honeywell said Wednesday it has agreed to acquire Air Products' liquefied natural gas process technology and equipment business for $1.81 billion in an all-cash transaction, with Skadden Arps Slate Meagher & Flom LLP sitting on the other side of the bargaining table.
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July 10, 2024
SEC Probes NYSE's Bid To Extend SPAC Merger Deadlines
The U.S. Securities and Exchange Commision wants more time to investigate a New York Stock Exchange proposal that would lengthen deadlines to complete certain mergers involving special purpose acquisition companies to 42 months, saying NYSE's proposal departs from typical time limits intended to protect investors.
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July 10, 2024
AMD To Buy European AI Biz In $665M Cash Deal
Semiconductor company AMD, advised by Latham & Watkins LLP, on Wednesday announced plans to buy a private European artificial intelligence lab called Silo AI in an all-cash deal valued at roughly $665 million.
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July 10, 2024
Chevron's End Won't Affect Cubs Sale Tax Suit, 7th Circ. Told
An anti-abuse rule the IRS is using to push for taxes on gains from Tribune Media Co.'s sale of the Chicago Cubs is not threatened by the U.S. Supreme Court ruling overturning the Chevron deference doctrine, an attorney for the IRS told the Seventh Circuit on Wednesday.
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July 10, 2024
NC County Can't Join AG's Suit Over HCA Healthcare Lapses
A county in western North Carolina can't intervene in the attorney general's lawsuit accusing a for-profit health network of reneging on promises it made when it bought an Asheville hospital, the state Business Court has said, finding the county's interference would only delay the case.
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July 10, 2024
Gibson Dunn, Polsinelli Steer $450M Purchase Of Tech Firm
Investment company Sure Ventures PLC said Wednesday Infinite Reality, an immersive virtual experiences firm, has agreed to buy its subsidiary's portfolio firm Landvault for $450 million (£350.6 million), a deal advised by Gibson Dunn & Crutcher LLP and Polsinelli PC.
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July 10, 2024
PE Biz TowerBrook Bids £253M For Payments Platform Co.
Private equity shop TowerBrook Capital Partners LP has made an improved cash offer of £253 million ($325 million) for Equals Group PLC, the British financial technology company said Wednesday after it put itself up for sale.
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July 09, 2024
Chancery OKs $100K Incentive Fee In $18.8M Class Settlement
An $18.8 million settlement ended Tuesday a Delaware Court of Chancery derivative suit alleging a $220 million breach of fiduciary duty by Guggenheim Funds Investment Advisors LLC and trustees of a closed-end fund client, with the court also approving a rare $100,000 plaintiff incentive fee.
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July 09, 2024
Healthcare Cases To Watch: A 2024 Midyear Report
Courts across the U.S. this year will oversee key cases to the healthcare industry, from multidistrict litigation over the Change Healthcare hack to a challenge of a state gender-affirming care ban at the Supreme Court. Here are the healthcare cases to watch in the second half of 2024.
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July 09, 2024
Glocal Says UpHealth Coerced Acquisition In Ch. 11 Suit
Indian healthcare network Glocal said its majority owner, bankrupt telemedicine tech company UpHealth, lied about business delays and exaggerated its finances as leverage in a 2020 acquisition, alleging in a Delaware bankruptcy court lawsuit that UpHealth and its executives eroded $200 million in value and failed to uphold their end of a share purchase agreement.
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July 09, 2024
Del. Chancellor Sends SwervePay Merger Suit Toward Trial
Delaware's Court of Chancery on Tuesday rejected dismissal for an amended complaint filed by e-payment venture SwervePay accusing buyers affiliated with payment collection business Ontario Systems LLC of overstating by tens of billions revenue-producing transactions expected under a proposed 2020 tie-up.
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July 09, 2024
Chancery Gives X Corp. One Week To Redact Twitter Docs
X Corp. has a little over a week to prepare public versions of sealed court documents from Twitter Inc.'s 2022 battle with Elon Musk over his $44 billion acquisition bid, after a legal research website challenged the ongoing confidential treatment of the Delaware Chancery Court filings.
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July 09, 2024
Judge Calls Cost Of DOJ's Assa Abloy Market Study 'Insane'
A D.C. federal judge took the U.S. Department of Justice and its monitoring trustee to task Tuesday for their pursuit of an open-ended look at Assa Abloy's books to check for anticompetitive harms from a 2023 merger, excoriating budget estimates pricing the investigation at a minimum of $1.7 million.
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July 09, 2024
Sidley Brings On Tech, M&A Atty From Goodwin In San Diego
Sidley Austin LLP has brought on a former Goodwin Procter LLP partner in San Diego, strengthening the firm's mergers and acquisitions and emerging companies and venture capital practices.
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July 09, 2024
Blank Rome Adds Ballard Spahr M&A Pros In NY
Two Ballard Spahr attorneys, including a co-leader of its private equity group, are moving their practice to Blank Rome's New York office.
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July 09, 2024
Chancery OKs $22M Golden Nugget Deal, Trims Fee To $4M
Former stockholders of Golden Nugget Online Gaming Inc. who challenged the venture's $1.56 billion all-stock sale in May 2022 to DraftKings Inc. got approval Tuesday to settle their Delaware Chancery Court class action for $22 million cash, with $4 million of it going to class attorneys.
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July 09, 2024
5 Firms Steer $513M Ryan-Altus Cross-Border Tax Deal
Dallas-based tax services and software provider Ryan said Tuesday it has inked a deal to acquire the property tax business of Altus Group Ltd. for CA$700 million ($513.4 million), enlisting three firms to assist on a deal that will expand its footprint in Canada, the U.S. and the U.K.
Expert Analysis
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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.
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9 Contractual Issues Tech Startups Should Be Wary Of
Technology startups often overlook relatively simple but crucial contracting steps that are essential to owning and protecting their intellectual property, and the consequences of this will almost always surface at some point, typically in connection with a key investment or other significant transaction involving the business, say attorneys at Mayer Brown.
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A Potential Proactive Tool For Public-Private Joint Ventures
In the current environment of heightened antitrust enforcement, the National Cooperative Research and Production Act seems tailor-made for the collaborative work among competitors encouraged by the Biden administration's infrastructure and green energy funding legislation, say Jeetander Dulani and Susan Ebner at Stinson.
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Bracing For Calif.'s New Health Transaction Framework
As California's new cost and market impact review regulations' April 1 date for its updated notice and review process approaches, healthcare entities should ready themselves for dramatic changes to the state's regulatory landscape and prepare for potentially substantial transaction delays, say Jordan Grushkin and Matthew Goldman at Sheppard Mullin.
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FERC Actions Signal Concern Over Investors' Utility Stakes
Two recent orders and a notice of inquiry from the Federal Energy Regulatory Commission on the subject of whether large investors are asserting control of public utilities signal increasing regulatory scrutiny of the investment community's influence over the electric power industry, say attorneys at Day Pitney.
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10 Global Antitrust Trends To Anticipate In 2024
Proactive navigation of the antitrust enforcement environment remains crucial this year as legal policy and tools evolve to meet intensifying global economic complexity, including geopolitical tensions, trade realignment, market volatility and inflation, say attorneys at Freshfields.
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Series
Baking Bread Makes Me A Better Lawyer
After many years practicing law, and a few years baking bread, I have learned that there are a few keys to success in both endeavors, including the assembly of a nourishing and resilient culture, and the ability to learn from failure and exercise patience, says Rick Robinson at Reed Smith.
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Federal Courts And AI Standing Orders: Safety Or Overkill?
Several district court judges have issued standing orders regulating the use of artificial intelligence in their courts, but courts should consider following ordinary notice and comment procedures before implementing sweeping mandates that could be unnecessarily burdensome and counterproductive, say attorneys at Curtis.
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Time To Step Up PFAS Due Diligence In Cross-Border M&A
Regulations in the U.S. and EU governing per- and polyfluoroalkyl substances will likely evolve to become global standards out of necessity and scale, so PFAS due diligence — particularly for buyers, sellers, and lenders and investors involved in multijurisdictional mergers and acquisitions — will be essential in 2024, say attorneys at Shipman & Goodwin.
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What Can Be Learned From Adobe-Figma Merger Termination
The Competition and Markets Authority’s role in the recent termination of the proposed Adobe-Figma merger deal indicates the regulator's intention to be seen as a strong enforcer in the technology sphere, and serves as a warning for companies to address antitrust risks early on in the merger process, say Deirdre Taylor and Molly Heslop at Gibson Dunn.