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Mergers & Acquisitions
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August 02, 2024
Corporate Battles Thrust Activist Investing Into The Spotlight
Disney and Starbucks are among the big-name corporations that have recently gone toe to toe with activist investors, spotlighting an upswing in activist demands against U.S. companies in the first half of the year.
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August 02, 2024
Chancery Won't Force Open Paramount's Books On Skydance
A pension fund shareholder that sued Paramount Global for more information on its pending merger with Skydance Media may not have access to the entertainment company's corporate documents because the pension fund hasn't shown a "credible basis" to suspect wrongdoing, Delaware's Court of Chancery ruled Friday.
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August 02, 2024
Ebix Opt-Out Releases Illegal In Ch. 11 Plan, Judge Rules
A Texas bankruptcy judge ruled Friday that third-party releases contained in Ebix Inc.'s Chapter 11 plan are impermissible, deciding an opt-out provision of the liability waivers wasn't enough to establish consent.
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August 02, 2024
Ex-CFO Of Embattled PE Firm Sues In Del. For Legal Fees
The former chief financial officer of 777 Partners LLC has sued the private equity firm in Delaware's Court of Chancery, seeking advancement of his legal fees in connection with a fraud investigation and at least 20 civil lawsuits related to the company's business.
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August 02, 2024
Monitor Says HCA Possibly Flouted Promises In Hospital Deal
The independent monitor tasked with ensuring HCA Healthcare has complied with an agreement that cemented its $1.5 billion acquisition of a North Carolina health system has said the for-profit network may have deviated from those promises, according to a new report.
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August 02, 2024
Taxation With Representation: Sullivan, Dechert, Kirkland
In this week's Taxation With Representation, BNP Parabis SA acquires an investment management subsidiary for €5.1 billion, Cleveland accounting firm CBIZ merges with competitor Marcum for $2.3 billion, and Arcosa Inc. inks a deal with a family-owned construction materials business for $1.2 billion.
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August 02, 2024
Withers Hires Duane Morris Corporate Partner In NY
Withers has hired a nearly 16-year veteran of Duane Morris LLP, who's joining in New York to continue her cross-border corporate practice, focusing on a range of international and domestic clients, the firm announced Thursday.
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August 02, 2024
Banking Vet Still Has Work To Do As Paul Weiss M&A Head
After a long tenure in banking, including as Morgan Stanley's global head of mergers and acquisitions, Rob Kindler could have rested on his laurels. Instead, Kindler joined Paul Weiss as its global chair of M&A and has led the team that represented Envestnet Inc. on its July 11 deal to sell the business to Bain Capital for $4.5 billion. He spoke with Law360 about what he sees ahead.
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August 02, 2024
Iberdrola To Buy 88% Of UK Electric Power Co. In $5.5B Deal
Spanish electric utility company Iberdrola said Friday it plans to buy 88% of Electricity North West in a deal that values the British electric power network at roughly €5 billion ($5.5 billion), including debt.
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August 02, 2024
HCR Law-Led Howden Hits Right Note With Allianz Music Buy
Howden Group Holdings Ltd. has agreed to buy the musical insurance book of Allianz UK as the U.K. broker looks to broaden its global business.
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August 02, 2024
Broker Sails Away With Marine Insurer From Zurich UK
A subsidiary of Ardonagh Group Ltd. has bought boat insurance specialist Navigators & General from Zurich UK, as it looks to broaden its horizons in the maritime insurance sector.
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August 02, 2024
BNP Paribas To Buy Axa's Investment Manager For €5.1B
BNP Paribas SA has said it will buy an investment management subsidiary from French insurer Axa SA for €5.1 billion ($5.5 billion) to create a combined platform with €1.5 trillion of assets under management.
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August 01, 2024
Sidley Launches New San Diego Office With Five Partners
Sidley Austin LLP has opened a new office in San Diego, with five partners specializing in a range of areas including mergers and acquisition, venture capital and global finance, marking the global law firm's fifth office in the Golden State, the firm announced Thursday.
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August 01, 2024
Goodwin Procter Reps Behrman Unit In $475M Sale To ITT
Private equity firm Behrman Capital, guided by Goodwin Procter LLP, has agreed to sell its portfolio company kSARIA Holdings to global manufacturer ITT Inc. in a $475 million transaction, according to an announcement Thursday.
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August 01, 2024
Kirkland & Ellis Guides Arcosa On $1.2B Stavola Buy
Texas infrastructure products company Arcosa Inc., advised by Kirkland & Ellis LLP, has agreed to buy the family-owned construction materials business of Stavola Holding Corp. for $1.2 billion, moving forward in its "long-term vision" that includes increasing its aggregates presence across the U.S., Arcosa announced Thursday.
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August 02, 2024
CORRECTED: Delay Sought In Citgo Auction
A Delaware federal judge has appeared open to postponing to October an auction for Citgo Petroleum Corp.'s parent company, a proceeding aimed at satisfying billions of dollars in Venezuelan debt. Correction: A previous version of this article mischaracterized the nature of Judge Stark's order. The error has been corrected.
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August 01, 2024
Latham, Ellenoff Rank Among Top Firms For July IPOs
Latham & Watkins LLP and Ellenoff Grossman Schole LLP were among the leading law firms that steered the most initial public offerings during July, which marked the year's busiest month in terms of IPO proceeds.
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August 01, 2024
EU Approves $18B Grain Deal With Asset Sales
European enforcers on Thursday approved grain and seed supplier Bunge Ltd.'s plan to buy global grain trader Viterra Ltd. in an $18 billion deal, conditioned on the sale of Viterra's oilseed businesses in Hungary and Poland.
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August 01, 2024
Pioneer Health Approved For $450K To Fund Ch. 11 Sale Plan
Bankrupt clinic operator Pioneer Health Inc. received approval from a Delaware court to borrow $450,000 as it pursues a sale of its assets, but agreed to delay a hearing on a proposed Chapter 11 plan to give the company time to update the filings to reflect its new track.
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August 01, 2024
Deals Rumor Mill: BNP Paribas, Blackstone, Honeywell
The deals rumor mill is often overflowing with transactions that are reportedly close to being signed, so it can be hard to know which ones to stay on top of. Here, Law360 breaks down the notable deal rumors from the past week.
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August 01, 2024
Monthly Merger Review Snapshot
The Federal Trade Commission brought its latest case contesting a vertical merger, Tempur Sealy's bid for Mattress Firm, while continuing to battle Microsoft's purchase of Activision and Kroger's purchase of Albertsons, even as the agency allowed several oil deals to move forward without challenge.
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August 01, 2024
Brookfield Buys Thermal Management Biz In $1.7B Deal
nVent, a London-based electrical connection and protection solutions provider advised by Foley & Lardner, announced Thursday it has agreed to sell its thermal management segment to funds run by private equity shop Brookfield Asset Management, represented by Simpson Thacher, for $1.7 billion in cash.
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August 01, 2024
Duane Morris Seeks $3.25M Fee For Pirate Treasure Win
Duane Morris LLP attorneys who recently won a Delaware Court of Chancery order unwinding a merger that set up unfair terms for distributions from a sunken pirate ship salvage venture potentially worth $200 million to $1 billion have asked for a $3.25 million fee for their five-year effort.
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August 01, 2024
Skadden Names Shareholder Engagement and Activism Head
Skadden tapped seasoned transactional attorney Elizabeth Gonzalez-Sussman to lead the firm’s shareholder engagement and activism practice as more clients seek help navigating investor demands.
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August 01, 2024
Outbrain Buys Video Platform Teads From Altice In $1B Deal
Advertising platform Outbrain, advised by three law firms, on Thursday revealed plans to acquire global omnichannel video advertising platform Teads from telecommunications company Altice, led by two law firms, in a $1 billion deal meant to create an open internet advertising platform giant.
Expert Analysis
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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.
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How Associates Can Build A Professional Image
As hybrid work arrangements become the norm in the legal industry, early-career attorneys must be proactive in building and maintaining a professional presence in both physical and digital settings, ensuring that their image aligns with their long-term career goals, say Lana Manganiello at Equinox Strategy Partners and Estelle Winsett at Estelle Winsett Professional Image Consulting.
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5 Steps To Navigating State Laws On Healthcare Transactions
As more states pass legislation requiring healthcare-transaction notice, private equity investors and other deal parties should evaluate the new laws and consider ways to mitigate their effects, say Carol Loepere and Nicole Aiken-Shaban at Reed Smith.
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Firms Must Rethink How They Train New Lawyers In AI Age
As law firms begin to use generative artificial intelligence to complete lower-level legal tasks, they’ll need to consider new ways to train summer associates and early-career attorneys, keeping in mind the five stages of skill acquisition, says Liisa Thomas at Sheppard Mullin.
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Inside Antitrust Agencies' Rollup And Serial Acquisition Moves
The recent request for public comments on serial acquisitions and rollup strategies from the Federal Trade Commission and U.S. Justice Department mark the antitrust agencies' continued focus on actions that fall below premerger reporting thresholds, say attorneys at Paul Weiss.
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Think Like A Lawyer: Always Be Closing
When a lawyer presents their case with the right propulsive structure throughout trial, there is little need for further argument after the close of evidence — and in fact, rehashing it all may test jurors’ patience — so attorneys should consider other strategies for closing arguments, says Luke Andrews at Poole Huffman.
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Reps And Warranties Insurance Considerations As M&A Slows
The first six months of the year have seen increasingly favorable rates and policy terms for the representations and warranties insurance market, and policy purchasers are right to pay close attention to pricing, coverage, exclusions, structures and claims as the M&A market cools, say attorneys at Cooley.