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Mergers & Acquisitions
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July 15, 2024
Chancery Finds Truth Social SPAC Should Get Docs
The sponsor of the special purpose acquisition company that took former President Donald Trump's Truth Social public must turn over most of the documents the SPAC sought as part of the parties' Delaware litigation, a Chancery Court judge ruled Monday, teeing the case up for trial on July 29.
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July 15, 2024
Calif. Man Avoids Prison For Lumentum Insider Trading
A California man who pled guilty to trading on tips from a former executive of laser company Lumentum Holdings Inc. avoided prison Monday in light of his assistance to the government's investigation.
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July 15, 2024
Towers Watson Asks 4th Circ. To Find Merger Dispute Covered
Towers Watson's insurers must pay out $54 million in remaining directors and officers coverage to help fund a $75 million settlement in a shareholder suit over the company's merger with Willis, Towers Watson told the Fourth Circuit, saying a so-called bump-up exclusion does not apply.
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July 15, 2024
B. Riley, Others Sued In Del. After Franchise Group Buyout
Four Franchise Group LLC stockholders sued the company's principals and top investors in Delaware's Court of Chancery Friday, alleging that they and others were shortchanged by an insider-controlled $2.8 billion take-private sale of the business after an allegedly sham marketing effort and undisclosed conflicts.
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July 15, 2024
$6.4B IBM-HashiCorp Deal Gets FTC Second Request
The Federal Trade Commission is taking a deeper look at IBM's planned $6.4 billion acquisition of HashiCorp Inc., about one month after IBM voluntarily reset a 30-day initial review period for the transaction, a Monday securities filing shows.
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July 15, 2024
Unilever Sells Water Purification Biz To AO Smith For $120M
Water technology company A.O. Smith has agreed to buy residential water purification solutions provider Pureit from Unilever for roughly $120 million in cash, the two parties announced in separate Monday statements.
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July 15, 2024
Catching Up With Delaware's Chancery Court
Chancery Court news was full of fees and settlements last week, with three multimillion-dollar deals getting a court OK, and a daylong discussion over a potentially multibillion-dollar fee award for attorneys who got Tesla CEO Elon Musk's astronomical pay package thrown out. The court also banged the gavel in cases involving e-payment venture SwervePay and managed care company Centene Corp., and heard arguments from software company SAP SE and biotech Renmatix Inc.
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July 15, 2024
Health Services Spinoff Leads 3 IPO Launches Totaling $1.1B
Occupational health services provider Concentra Group Holdings Parent Inc. unveiled a price range Monday for an estimated $551 million initial public offering, leading a trio of companies that launched plans for new listings that would exceed $1.1 billion combined.
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July 15, 2024
Rising Star: Covington's Andrew Fischer
Covington & Burling LLP M&A partner Andrew Fischer has spent a large chunk of his career fostering relationships with his clients to help lead them through complex deals, including Merck's $11.5 billion acquisition of Acceleron and Bristol Myers Squibb's $14 billion purchase of Karuna Therapeutics, making him one of the law practitioners under 40 honored by Law360 as Rising Stars.
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July 15, 2024
TPG Real Estate Buys MHC Portfolio In $740M Deal
Canadian Apartment Properties Real Estate Investment Trust on Monday revealed it has agreed to sell its manufactured-home community portfolio to private equity giant TPG's real estate platform for $740 million.
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July 15, 2024
Cleveland-Cliffs Buying Canadian Steel Co. Stelco For $2.5B
Cleveland-Cliffs Inc. said Monday it has agreed to purchase Canadian steelmaker Stelco Holdings Inc. at an enterprise value of $2.5 billion, a deal that comes after the Ohio-based steel company's contentious failed bid to buy U.S. competitor U.S. Steel last year.
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July 15, 2024
Cosmetics Packager Texen To Buy Rival In €140M Deal
French luxury beauty packager Texen SAS plans to merge with Quadpack Industries SA in a take-private deal that values the Spanish rival at €140 million ($153 million), the companies said on Monday.
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July 15, 2024
Paul Hastings Adds Another Insurance Atty From Sidley
Paul Hastings LLP announced on Monday that it has added an insurance transactional lawyer to its Chicago office, reuniting him with two former Sidley Austin LLP colleagues who made the move last year.
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July 15, 2024
WH Ireland Completes £5M Sale Of Capital Markets Division
Wealth manager WH Ireland Group PLC said on Monday that it has finalized the £5 million ($6.5 million) sale of its capital markets division to financial services company Zeus Capital Ltd.
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July 12, 2024
Law360 Names 2024's Top Attorneys Under 40
Law360 is pleased to announce the Rising Stars of 2024, our list of 158 attorneys under 40 whose legal accomplishments belie their age.
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July 12, 2024
Rising Star: Fenwick's Victoria Lupu
Victoria Lupu of Fenwick & West LLP has worked on several billion-dollar deals across industries related to artificial intelligence and life sciences, including a number of acquisitions made by Databricks since last year, earning her a spot among the mergers and acquisition practitioners under age 40 honored by Law360 as Rising Stars.
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July 12, 2024
5 Firms Steer Chinese EV Co.'s $1B SPAC Merger
Chinese electric vehicle maker Huture Ltd. plans to go public at an estimated $1 billion value through a merger with special purpose acquisition company Aquaron Acquisition Corp., both parties announced Friday, in a deal steered by five law firms.
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July 12, 2024
Apollo Seeks Chancery Toss Of Stockholder Pact Challenge
Pointing in part to a pending Delaware law that would allow corporate directors to cede some board powers to big stockholders, Apollo Global Management Inc. has asked a Delaware vice chancellor to dismiss a suit challenging its own stockholder pact.
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July 12, 2024
Greenberg Traurig Taps M&A Atty To Head UAE Corp. Team
Greenberg Traurig LLP has named a former Clyde & Co. partner with extensive experience in the Middle East as a shareholder and head of its United Arab Emirates corporate practice, working out of the firm's UAE and Saudi Arabia outposts.
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July 12, 2024
Chancery Approves $19.5M Convey-TPG Settlement
Former shareholders of Convey Health Solutions Inc. won Delaware Chancery Court approval Friday of a $19.5 million cash settlement to resolve a class challenge to the healthcare technology company's $1.1 billion take-private acquisition by TPG Inc., with $3.88 million going to class attorneys after expenses.
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July 12, 2024
US Trustee Decries Fisker EV Fleet 'Fire Sale'
The U.S. Trustee's Office urged a Delaware bankruptcy judge to block electric-vehicle maker Fisker's proposed $46.25 million sale of its inventory, saying the fleet is being sold at "fire sale prices" the debtor can't show are fair.
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July 12, 2024
Retired MSU Law Profs' Fraud Claims Get Tossed
Two ex-law professors can't sue their former employer for allegedly not honoring a benefits agreement because the law school ceased to exist when it merged with Michigan State University, a Michigan Court of Appeals panel ruled Thursday.
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July 12, 2024
Healthcare SPAC Launches $200M IPO To Pursue Acquisition
Launch One Acquisition Corp. began trading Friday after raising a $200 million initial public offering, represented by Ellenoff Grossman & Schole LLP and underwriters counsel King & Spalding LLP, joining an uptick in special-purpose acquisition companies targeting the healthcare sector.
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July 12, 2024
FTC Says Abandoned Novant Deal Moots Lower Court Loss
The Federal Trade Commission is looking to unravel a North Carolina federal judge's order allowing Novant's planned $320 million hospital merger to advance after it subsequently abandoned the deal, telling the Fourth Circuit the appeal is moot and the order should be vacated.
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July 12, 2024
Steptoe & Johnson Lands M&A Pro From Rimon Law
Steptoe & Johnson PLLC has hired an experienced mergers and acquisitions and securities lawyer who previously worked for numerous firms, including Rimon Law, Winstead PC, Baker Botts LLP and Skadden Arps Slate Meagher & Flom LLP.
Expert Analysis
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Online Portal Helps Fortify Feds' Unfair Health Practices Fight
The Federal Trade Commission, U.S. Justice Department and the U.S. Department of Health and Human Services recently launched an online portal where the public can report potentially unfair healthcare practices, effectively maximizing enforcers' abilities to police anti-competitive actions that can drive up healthcare costs and chill innovation, say attorneys at Seyfarth.
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Series
Walking With My Dog Makes Me A Better Lawyer
Thanks to my dog Birdie, I've learned that carving out an activity different from the practice of law — like daily outdoor walks that allow you to interact with new people — can contribute to professional success by boosting creativity and mental acuity, as well as expanding your social network, says Sarah Petrie at the Massachusetts Attorney General’s Office.
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Navigating SPAC Market Challenges For Microcap Issuers
For microcap issuers, the special-purpose acquisition vehicle market tells a cautionary tale in which few targets attain the advantages they seek, and important considerations for companies with market capitalization of under $300 million include negotiating costs and expenses upfront to avoid becoming saddled with debt, say attorneys at Lucosky Brookman.
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Think Like A Lawyer: Follow The Iron Rule Of Trial Logic
Many diligent and eager attorneys include every good fact, point and rule in their trial narratives — spurred by the gnawing fear they’ll be second-guessed for leaving something out — but this approach ignores a fundamental principle of successful trial lawyering, says Luke Andrews at Poole Huffman.
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The Art Of Asking: Leveraging Your Contacts For Referrals
Though attorneys may hesitate to ask for referral recommendations to generate new business, research shows that people want to help others they know, like and trust, so consider who in your network you should approach and how to make the ask, says Rebecca Hnatowski at Edwards Advisory.
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The Drawbacks Of Banking Regulators' Merger Review Plans
Recent proposals for bank merger review criteria by the Office of the Comptroller of the Currency and Federal Deposit Insurance Corp. share common pitfalls: increased likelihood of delays, uncertainties, and new hurdles to transactions that could impede the long-term safety and soundness of the banks involved, say attorneys at WilmerHale.
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Series
Being An Equestrian Makes Me A Better Lawyer
Beyond getting experience thinking on my feet and tackling stressful situations, the skills I've gained from horseback riding have considerable overlap with the skills used to practice law, particularly in terms of team building, continuing education, and making an effort to reset and recharge, says Kerry Irwin at Moore & Van Allen.
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7th Circ. Mootness Fee Case May Curb Frivolous Merger Suits
On April 15, the Seventh Circuit in Jorge Alcarez v. Akorn Inc. mapped out a framework for courts to consider mootness fees paid to individual shareholders after the voluntary dismissal of a challenge to a public company merger, which could encourage objections to mootness fees and reduce the number of frivolous merger challenges filed, say attorneys at Skadden.
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4 Ways To Refresh Your Law Firm's Marketing Strategy
With many BigLaw firms relying on an increasingly obsolete marketing approach that prioritizes stiff professionalism over authentic connection, adopting a few key communications strategies to better connect with today's clients and prospects can make all the difference, say Eric Pacifici and Kevin Henderson at SMB Law.
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What 3rd Circ. Trust Ruling Means For Securitization Market
Mercedes Tunstall and Michael Gambro at Cadwalader break down the Third Circuit's March decision in Consumer Financial Protection Bureau v. National Collegiate Master Student Loan Trust, as well as predict next steps in the litigation and the implications of the decision for servicers and the securitization industry as a whole.
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Ensuring Nonpublic Info Stays Private Amid SEC Crackdown
Companies and individuals must take steps to ensure material nonpublic information remains confidential while working outside the office, as the U.S. Securities and Exchange Commission continues to take enforcement actions against those who trade on MNPI and don't comply with new off-channel communications rules in the remote work era, say attorneys at BakerHostetler.
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Behind Indiana's Broad New Healthcare Transactions Law
The high materiality threshold in Indiana's recently passed healthcare transaction law, coupled with the inclusion of private equity in its definition of healthcare entities, makes it one of the broadest state review regulations to date, say attorneys at DLA Piper.
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Highlights From The 2024 ABA Antitrust Spring Meeting
U.S. merger enforcement and cartels figured heavily in this year's American Bar Association spring antitrust meeting, where one key takeaway included news that the Federal Trade Commission's anticipated changes to the Hart-Scott-Rodino form may be less dramatic than many originally feared, say attorneys at Freshfields.
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What FERC's Disclosure Demands Mean For Cos., Investors
Two recent Federal Energy Regulatory Commission orders reflect the commission's increasingly meticulous approach to reviewing corporate structures in applications for approval of proposed consolidations, acquisitions or changes in control — putting the onus on the regulated community to track and comply with ever-more-burdensome disclosure requirements, say attorneys at Willkie.
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Del. Match.com Ruling Maintains Precedent In Time Of Change
Despite speculation that the Delaware Supreme Court could drive away corporations if it lowered the bar for business judgment review in its Match.com stockholder ruling, the court broke its recent run of controversial precedent-busting decisions by upholding, and arguably strengthening, minority stockholder protections against controller coercion, say Renee Zaytsev and Marc Ayala at Boies Schiller.