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Mergers & Acquisitions
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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.
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August 21, 2024
Arch Resources, Consol Energy To Form $5.2B Energy Giant
Latham & Watkins LLP attorneys guided Arch Resources Inc. in its all-stock merger with Consol Energy Inc. on Wednesday to create a new natural resources company dubbed Core Natural Resources with a market capitalization of approximately $5.2 billion.
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August 21, 2024
FTC Can't Stop $8.5B Merger, Handbag Cos. Say
The owners of Coach and Michael Kors urged a New York federal court not to pause their planned $8.5 billion merger, saying a challenge from the Federal Trade Commission ignores the hundreds of options consumers have when shopping for handbags.
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August 21, 2024
Ex-Wiley Atty Adds Deals Talent To Polsinelli's DC Team
Polsinelli PC on Tuesday announced the 11th shareholder to join its corporate mergers and acquisitions team, welcoming a Washington, D.C.-based Wiley Rein LLP attorney with more than 15 years of experience in mergers and acquisitions, divestitures and commercial contract negotiations.
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August 21, 2024
Holland & Knight Lands McDermott Corporate Pro In Miami
Holland & Knight LLP announced Wednesday a new partner for its corporate, mergers and acquisitions and securities practice group in Miami from McDermott Will & Emery LLP.
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August 21, 2024
3 Firms Guide $950M Delaware Basin Gas Treatment Deal
Houston-based energy providerEnterprise Partners LP has agreed to purchase Pinon Midstream, a natural gas treatment company focused on the Delaware Basin, for $950 million in cash, the companies said Wednesday.
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August 21, 2024
Zomato Inks $244M Deal For Paytm Entertainment Tickets Biz
Indian food delivery giant Zomato on Wednesday announced it has bought the entertainment ticketing business of e-commerce payment company Paytm in a $244.1 million deal it hopes will grow its "going out" offerings.
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August 21, 2024
Willkie Adds 5 Partners In Chicago From Mayer Brown
Willkie Farr & Gallagher LLP announced Wednesday that it has added a corporate team of five partners and six associates in Chicago from Mayer Brown LLP to strengthen its capital markets and strategic mergers and acquisitions capabilities.
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August 21, 2024
NJ Health System Calls Proskauer DQ Bid A 'Litigation Tactic'
RWJBarnabas Health urged a New Jersey federal judge to reject its competitor's attempt to disqualify Proskauer Rose LLP from representing the healthcare system in an antitrust suit, telling the court the "litigation tactic" is merely the plaintiff's effort to replace opposing counsel because its case is going badly.
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August 21, 2024
X Corp. Shuts Down Disability Bias Suit Over Musk Takeover
A California federal judge scrapped a proposed class action Wednesday alleging Twitter targeted employees with disabilities for termination following Elon Musk's takeover of the business, but left the door open for the former worker behind the suit to revise his claims.
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August 21, 2024
7 Firms Build $175M All-Stock Sale Of Bitcoin Mining Biz
Bitcoin data center company Bitfarms Ltd. on Wednesday announced plans to buy Stronghold Digital Mining Inc. in an all-stock merger valued at roughly $175 million and built by seven law firms.
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August 21, 2024
Japanese Tobacco Co. Paying $2.4B For US Cigarette Maker
Japanese tobacco company JT Group has agreed to purchase Miami-based cigarette company Vector Group Ltd. for approximately $2.4 billion, the companies said in statements Wednesday.
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August 21, 2024
Norwegian Oil Biz Backs $97M Offer From French Rival
Norwegian oil service business Beerenberg AS said on Wednesday that it backs a 1.019 billion Norwegian kroner ($97 million) cash takeover offer from French industrial services company Altrad Group.
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August 20, 2024
Ex-Goldman Analyst's Stepbro Ducks Prison For Inside Trades
A Long Island man on Tuesday was spared time in prison for his role in an insider scheme in which he traded on tips gleaned from his stepbrother and ex-Goldman Sachs analyst, largely due to his prompt cooperation with the FBI.
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August 20, 2024
Lender's $13M Atty Fee Reserve Bid In Eiger Ch. 11 Plan Nixed
A Texas bankruptcy judge on Tuesday mostly sided with life science company Eiger BioPharmaceuticals in estimating a secured lender's future claims, saying at a hearing that Eiger's Chapter 11 reserve for the claim should include two years worth of interest and agreeing that $1 million should be earmarked for legal fees, not the lender's requested $13 million sum.
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August 20, 2024
Steward Health, Landlord Spar Over Ch. 11 Hospital Sales
Bankrupt hospital operator Steward Health Care has filed an adversary suit against the landlord for 30 of its hospitals, Medical Properties Trust, saying the landlord is throwing a wrench in the sale process for the facilities and trying to hoover up all the proceeds.
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August 20, 2024
Forward Air Investor Urges Co. To Evaluate Sale Options
Forward Air Corp. top-10 shareholder Ancora Holdings Group LLC on Tuesday urged the asset-light transportation services provider's board of directors to evaluate "any and all" strategic alternatives after Forward Air's $3.2 billion merger with Omni Logistics LLC "wiped out a tremendous amount" of shareholder value.
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August 20, 2024
Ex-Execs Defend $59.7M Transfer Amid Asbestos Suits
A Chapter 7 bankruptcy trustee's lawsuit claiming that former engineering company executives improperly transferred $59.7 million amid high-dollar asbestos claims is fatally flawed and the defendants did not do anything wrong, according to a filing in Connecticut federal court.
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August 20, 2024
Ex-Kirkland PE Partner Joins Freshfields In Silicon Valley
Freshfields Bruckhaus Deringer LLP announced Tuesday that a longtime Kirkland & Ellis LLP private equity attorney has joined the firm's Silicon Valley office as a partner in what's been one of its fastest growing practice groups over the last few years.
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August 20, 2024
A Deep Dive Into Law360 Pulse's 2024 Women In Law Report
The legal industry continues to see incremental gains for female lawyers in private practice in the U.S., according to a Law360 Pulse analysis, with women now representing 40.6% of all attorneys and 51% of all associates.
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August 20, 2024
These Firms Have The Most Women In Equity Partnerships
The legal industry still has a long way to go before it can achieve gender parity at its upper levels. But these law firms are performing better than others in breaking the proverbial glass ceiling that prevents women from attaining leadership roles.
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August 20, 2024
Catching Up With Delaware's Chancery Court
A nearly record-breaking attorney fee got the nod in Delaware last week, along with Chancery Court settlements involving an international private jet service and a chain of trampoline parks. New disputes involved a famous burger restaurant chain, a computer-chip maker, a now-defunct genomic science company, and a historic manor house in west London.
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August 20, 2024
Alaska, Hawaiian Airlines Clear DOJ Review Of $1.9B Deal
Alaska Airlines said Monday that the deadline for the U.S. Department of Justice to complete the review of its planned $1.9 billion merger with Hawaiian Airlines has expired, paving the way for the closure of the deal after the DOJ's deadline had been extended several times.
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August 20, 2024
Clifford Chance 'In Shock' Over Missing Partner
Clifford Chance said Tuesday that it is "in shock and deeply saddened" that a partner is among six passengers missing from a yacht that was reportedly chartered to celebrate the legal victory of technology entrepreneur Mike Lynch.
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August 20, 2024
J&J Boosting Cardio Portfolio With Up To $1.7B V-Wave Buy
Johnson & Johnson said Tuesday it has agreed to acquire V-Wave Ltd., the maker of an implant device that aims to treat heart failure, for up to $1.7 billion as it looks to bolster its cardiovascular disease portfolio.
Expert Analysis
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Reimagining Law Firm Culture To Break The Cycle Of Burnout
While attorney burnout remains a perennial issue in the legal profession, shifting post-pandemic expectations mean that law firms must adapt their office cultures to retain talent, say Kevin Henderson and Eric Pacifici at SMB Law Group.
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Assessing Merger Guideline Feedback With Machine Learning
Large language modeling appears to show that public sentiment matches agency intent around the new merger control guidelines from the Federal Trade Commission and U.S. Justice Department, says Andrew Sfekas at Cornerstone Research.
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Series
Competing In Dressage Makes Me A Better Lawyer
My lifelong participation in the sport of dressage — often called ballet on horses — has proven that several skills developed through training and competition are transferable to legal work, especially the ability to harness focus, persistence and versatility when negotiating a deal, says Stephanie Coco at V&E.
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What Cos. Evaluating M&A Can Glean From Latest HSR Report
The recently released Hart-Scott-Rodino report for fiscal year 2022 helps unearth important data points for companies as they evaluate potential transactions, including that, despite a historically low enforcement rate, the number of actions exceeds the number of second requests for the first time in nearly 20 years, say Ryan Quillian and John Kendrick at Covington.
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Ch. 11 Ruling Highlights 'Two-Step' Challenges In 4th Circ.
A North Carolina bankruptcy court’s recent ruling in Bestwall’s Chapter 11 case, and the decision's interpretation of Fourth Circuit law, suggests that, compared to other circuits, it may be more difficult to dismiss so-called Texas Two-Step bankruptcy cases within the Fourth Circuit, say Brittany Falabella and Kollin Bender at Hirschler Fleischer.
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Chancery's Sears Ruling Clarifies Stockholder Duties
In a recent landmark decision involving stockholders of Sears Hometown and Outlet Stores, the Delaware Chancery Court addressed for the first time what precise duties a controlling stockholder owes, highlighting that controller interference with board action is not per se invalid and that enhanced scrutiny is a reasonableness test, say Christopher Chuff and Taylor Bartholomew at Troutman Pepper.
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The Legal Industry Needs A Cybersecurity Paradigm Shift
As law firms face ever-increasing risks of cyberattacks and ransomware incidents, the legal industry must implement robust cybersecurity measures and privacy-centric practices to preserve attorney-client privilege, safeguard client trust and uphold the profession’s integrity, says Ryan Paterson at Unplugged.
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5 Reasons Associates Shouldn't Take A Job Just For Money
As a number of BigLaw firms increase salary scales for early-career attorneys, law students and lateral associates considering new job offers should weigh several key factors that may matter more than financial compensation, say Albert Tawil at Lateral Hub and Ruvin Levavi at Power Forward.
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How Biotech Deals May Help Competition, Despite FTC View
The Federal Trade Commission's complaint against Sanofi's proposed partnership with Maze Therapeutics highlights increasing skepticism of so-called killer acquisitions, but a closer look reveals potentially legitimate reasons behind why entities might decide to delay or abandon the development of acquired products, say consultants at Analysis Group.
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Series
Playing Competitive Tennis Makes Me A Better Lawyer
My experience playing competitive tennis has highlighted why prioritizing exercise and stress relief, maintaining perspective under pressure, and supporting colleagues in pursuit of a common goal are all key aspects of championing a successful legal career, says Madhumita Datta at Lowenstein Sandler.
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Series
The Pop Culture Docket: Judge Djerassi On Super Bowl 52
Philadelphia Court of Common Pleas Judge Ramy Djerassi discusses how Super Bowl 52, in which the Philadelphia Eagles prevailed over the New England Patriots, provides an apt metaphor for alternative dispute resolution processes in commercial business cases.
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Reverse Merger Tips For Biotechs After SEC's Recent Actions
Several recent U.S. Securities and Exchange Commission developments could limit the viability of reverse mergers for biotech companies, and will require additional creativity and analysis for private companies looking to go public, say attorneys at Orrick.
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What R&W Insurance Access Means For Small-Cap M&A
As a slowdown in mergers and acquisitions has increased insurer appetite for underwriting small-cap transactions, buyers of small and midsize enterprises stand to benefit from easier access to representations and warranties insurance, which can add protection and reassurance for all parties involved in a deal, say Caroline Thee and Ewelina Mikocewicz at Taft Stettinius.
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Del. Dispatch: Efforts Clause Trumps Contractual Right
The Delaware Court of Chancery's Chordia v. Lee ruling this month — that the efforts clause set forth in a stockholders' agreement overrode the acquired company's right to fire its officers and employees — highlights key considerations for parties in such agreements to avoid post-acquisition disputes, say attorneys at Fried Frank.
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Employee Experience Strategy Can Boost Law Firm Success
Amid continuing business uncertainty, law firms should consider adopting a holistic employee experience strategy — prioritizing consistency, targeting signature moments and leveraging measurement tools — to maximize productivity and profitability, says Haley Revel at Calibrate Consulting.