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Mergers & Acquisitions
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January 29, 2025
Anglo American Completes $1B Sale Of Jellinbah
British multinational mining giant Anglo American PLC said Wednesday that it has completed the AU$1.6 billion ($1.1 billion) sale of its minority interest in an Australian coal mining joint venture to Zashvin Pty Ltd.
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January 29, 2025
A&O Shearman Guides American Axle's £1.16B UK Biz Offer
British automotive group Dowlais has agreed to a £1.16 billion ($1.44 billion) cash and shares takeover by U.S. operator American Axle & Manufacturing, the companies said Wednesday, as they seek to create a global car parts manufacturer.
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January 28, 2025
Capri Investors Sue Over Scrapped $8.5B Tapestry Merger
Fashion brand giants Capri Holdings Ltd. and Tapestry Inc. misled investors about potential antitrust regulatory issues associated with their planned $8.5 billion merger that ultimately led to the deal's failure and investor losses, according to a proposed securities class action filed Tuesday in Delaware federal court.
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January 28, 2025
Drugs Made In America SPAC Nets $200M To Buy Pharma Biz
Blank-check company Drugs Made In America Acquisition Corp. began trading Tuesday after completing a downsized $200 million initial public offering with the intention of acquiring a U.S.-based pharmaceutical business, represented by Loeb & Loeb LLP and underwriter's counsel Winston & Strawn LLP.
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January 28, 2025
Pharma Co. Gets Final Shot To Ax NC Contract Breach Suit
A pharmaceutical company can make another attempt to escape a software developer's suit alleging he was duped into selling his technology to the company, the North Carolina Business Court has said, months after the state's top court revived the software maker's breach of contract claims.
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January 28, 2025
Bain Capital Seeks Surgery Partners Buyout At $3.3B Value
Tennessee-based short-stay surgical facility operator Surgery Partners Inc. disclosed Tuesday that its board received a nonbinding proposal the prior day from Bain Capital Private Equity LP that values the company at close to $3.3 billion.
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January 28, 2025
Dish Says Spoofed Social Media Posts Defamed Co., Execs
Dish Wireless is suing anonymous social media users in Colorado state court for defamation, alleging they created fake accounts posing as company executives while posting criticism of the business.
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January 28, 2025
Yale Unit Wants To Yank Hospital Sale Suit From Ch. 11 Court
A Yale University health unit's lawsuit seeking to escape a $435 million sale deal with a bankrupt hospital operator belongs in state court and not with the Chapter 11 judge, the Ivy League-tied entity told a federal judge Tuesday.
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January 28, 2025
TravelPerk Hits $2.7B Valuation, Announces Yokoy Buy
Spanish business travel platform TravelPerk, advised by Allen Overy Shearman Sterling, Wilson Sonsini Goodrich & Rosati PC and Lenz & Staehelin, on Tuesday announced that it hit a $2.7 billion valuation after closing its Series E funding round with $200 million of commitments, while also announcing its acquisition of European expense, invoice and card payment processing platform Yokoy.
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January 28, 2025
Beacon Roofing Nails Poison Pill To $11B Hostile Takeover Bid
Beacon Roofing Supply Inc. adopted a poison pill strategy on Tuesday, designed to thwart the $11 billion hostile takeover bid launched by tech and software company QXO Inc. the previous day.
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January 28, 2025
'Godfather' Of AG Defense Retiring From Cozen O'Connor
Bernard "Bernie" Nash, an attorney who pioneered the practice of defending companies against investigations by state attorneys general, is retiring from Cozen O'Connor and handing over the reins to his handpicked successors after nearly 50 years in private practice.
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January 28, 2025
Cravath, Ropes & Gray Guide $2.4B Connecticut Water Deal
Ropes & Gray LLP and Cravath Swaine & Moore LLP are leading a $2.4 billion deal that will see public energy company Eversource Energy sell subsidiary Aquarion Water Co., a public water supply and wastewater treatment company, to a unit of the state of Connecticut.
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January 28, 2025
Paul Hastings, Cravath Lead Smithfield's Reduced $522M IPO
Shares of pork producer Smithfield Foods Inc., which has spun off from China's WH Group, began trading Tuesday after the company priced a downsized $522 million initial public offering below its initial range, with Paul Hastings LLP advising Smithfield in the offering and Cravath Swaine & Moore LLP representing its underwriters.
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January 28, 2025
Chancery Bars More Disclosures In Sage-Biogen Fight
A Delaware vice chancellor on Tuesday prohibited Biogen Inc. and its human therapeutics product subsidiary from making public statements regarding a potential buyout of Sage Therapeutics Inc. after Sage sued for enforcement of a standstill provision in an earlier Biogen deal for Sage stock.
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January 28, 2025
4 Firms Look To Build $1B Sale Of Evergreen Theragnostics
Radiopharmaceutical-focused healthcare company Lantheus Holdings Inc. on Tuesday announced plans to buy Evergreen Theragnostics Inc. for up to $1 billion or more in a deal steered by four law firms.
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January 28, 2025
Trump Wants TikTok 'Bidding War' As Microsoft Enters Talks
President Donald Trump said that Microsoft is in discussions to purchase TikTok, stressing that a bidding war would be a "good thing" because that's how to get "the best deal."
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January 28, 2025
Mediobanca Rejects Monte Dei Paschi's €13.3B Bid
Italian investment bank Mediobanca SpA said Tuesday that it has rejected a €13.3 billion ($13.9 billion) takeover offer from Monte dei Paschi for being destructive to value for shareholders at both lenders.
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January 27, 2025
Zee Entertainment Hits Star India With Cricket Counterclaim
Indian media conglomerate Zee Entertainment has challenged joint venture Star India's $940 million damages claim over broadcasting rights for international cricket matches, denying all assertions made by the JV in proceedings initiated before the London Court of International Arbitration.
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January 27, 2025
Perella Weinberg Had $47M Motive To Ax Partners, Judge Told
Counsel for former partners of investment banking firm Perella Weinberg on Monday signaled to a New York state trial judge that the firm had a financial motive to fire them and pointed to emails calling one a "destructive influence."
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January 27, 2025
Party City Inks Deal To Sell IP, Assets In 2nd Ch. 11
Bankrupt retailer Party City has reached a stalking horse agreement to sell its brand name, other intellectual property and related operating assets to an affiliate of the pop culture merchandiser Ad Populum LLC, which owns the brand behind Chia Pet and is an owner of the entertainment complex at Elvis Presley's home Graceland.
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January 27, 2025
Twitter Investor Can't Recoup Stock Sale Loss, Musk Atty Says
An attorney for Elon Musk and Twitter successor X Corp. argued on Monday that seller's remorse prompted a former investor in the social media giant to launch an unsupportable, pro se lawsuit in Delaware's Court of Chancery to recover losses from his premature sale of the taken-private company's stock.
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January 27, 2025
Drone Co., Media Biz And Tire-Maker Announce SPAC Mergers
Three overseas companies spanning industries from drones to fashion media and tire manufacturing announced plans on Monday to go public in the U.S. by merging with special purpose acquisition companies in deals projected to exceed $1.1 billion in value, guided by at least eight law firms.
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January 27, 2025
'Guesswork' Dooms Class Cert. In Meta Privacy Antitrust Suit
A California federal judge has refused to certify a class of consumers who say Meta would have to pay users for their data if it didn't lie about privacy safeguards, finding that the motion was undone by the opinions of an economist who cannot get from general economics to market reality.
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January 27, 2025
QXO Goes Hostile With $11B Beacon Roofing Takeover Bid
QXO Inc. on Monday lobbed a hostile takeover bid at Beacon Roofing Supply Inc., which previously rejected its acquisition proposal, announcing plans to launch an all-cash tender offer to purchase Beacon's remaining outstanding shares in a roughly $11 billion deal.
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January 27, 2025
PureHealth Nabs Majority Stake In HHG In $2.3B Deal
Middle Eastern healthcare group PureHealth Holding PJSC on Monday announced plans to buy a majority stake in Freek and Cypriot healthcare provider Hellenic Healthcare Group in a deal that values HHG at $2.3 billion.
Expert Analysis
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Series
Circus Arts Make Me A Better Lawyer
Performing circus arts has strengthened my ability to be more thoughtful, confident and grounded, all of which has enhanced my legal practice and allowed me to serve clients in a more meaningful way, says Bailey McGowan at Stinson.
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Recent Listeria Outbreaks Hold Key Compliance Lessons
Listeria outbreaks in ready-to-eat foods from Boar's Head and other companies, and the U.S. Department of Agriculture and U.S. Food and Drug Administration responses to these outbreaks, should be closely evaluated from an overall compliance and risk management perspective by food manufacturers, retailers and industry investors, say attorneys at Kirkland.
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3 Ways To Train Junior Lawyers In 30 Minutes Or Less
Today’s junior lawyers are experiencing a skills gap due to pandemic-era disruptions, but firms can help bring them up to speed by offering high-impact skill building content in bite-sized, interactive training sessions, say Stacey Schwartz at Katten, Diane Costigan at Winston & Strawn and Lauren Tierney at Freshfields.
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Expect Surging Oil And Gas Industry Under New Trump Admin
Throughout his recent campaign, President-elect Donald Trump promised increased oil and natural gas production and reduced reliance on renewables — and his administration will likely bring more oil and gas dealmaking, faster federal permitting and attempts to roll back incentives for green energy, say attorneys at Sidley.
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Opinion
The Right Kind Of Deregulation In Commercial Airline Industry
Similar to the economic deregulation that occurred more than four decades ago during the Carter administration, the incoming Trump administration should restore the very limited federal regulatory role in the economics of the airline industry, says former U.S. transportation secretary James Burnley at Venable.
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The Bar Needs More Clarity On The Discovery Objection Rule
Almost 10 years after Federal Rule of Civil Procedure 34 was amended, attorneys still seem confused about what they should include in objections to discovery requests, and until the rules committee provides additional clarity, practitioners must beware the steep costs of noncompliance, says Tristan Ellis at Shanies Law Office.
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Del. Dispatch: Clarifying Charter Amendment Vote Obligations
The Delaware Court of Chancery recently held in Gunderson v. The Trade Desk that only a majority stockholder vote is needed to approve a company's proposed reincorporation from Delaware to Nevada through a corporate conversion, which bodes well for other companies also considering leaving the First State, say attorneys at Fried Frank.
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Series
Being A Navy Reservist Makes Me A Better Lawyer
Serving this country in uniform has not only been one of the greatest honors of my life, but it has also provided me with opportunities to broaden my legal acumen and interpersonal skills in ways that have indelibly contributed to my civilian practice, says Phillip Smith at Weinberg Wheeler.
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How To Prepare For Expanded HSR Notification Process
Following the recent publication of the Federal Trade Commission's final rule enhancing premerger reporting requirements under the Hart-Scott-Rodino Act, filing parties can take key steps to comply by the new Feb. 10 effective date, say attorneys at Squire Patton.
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Cos. Should Inventory Issues To Prep For New Congress
As the legislative and oversight agendas of the 119th Congress come into sharper focus, corporate counsel should assess and plan for areas of potential oversight risk — from tax policy changes to supply chain integrity — even as much uncertainty remains, say attorneys at WilmerHale.
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So You Want To Move Your Law Practice To Canada, Eh?
Google searches for how to move to Canada have surged in the wake of the U.S. presidential election, and if you’re an attorney considering a move to the Great White North, you’ll need to understand how the practice of law differs across the border, says David Postel at Henein Hutchison.
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Opinion
Efficiency Dept. Should Consolidate Antitrust Enforcement
President-elect Donald Trump's planned Department of Government Efficiency should transfer the authority of the Federal Trade Commission's Bureau of Competition into the U.S. Department of Justice's Antitrust Division, because there is no justification for two federal entities to enforce antitrust and competition laws, says retired judge Susan Braden.
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Trump's 2nd Term May Be A Boost To Banking Industry
President-elect Donald Trump's personnel appointments could be instrumental in reshaping the financial regulatory landscape during his second administration, likely allowing for greater merger activity and halting or undoing some of the Biden administration's more restrictive financial services policies, say attorneys at Debevoise.
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Predicting Shareholder Activism Trends In New Trump Admin
While President-elect Donald Trump has promised tax policies, deregulation and lax antitrust enforcement — which all fuel shareholder activism — a closer look at his first administration's track record suggests that his second presidency might be a mixed bag for activist investors and companies alike, say attorneys at Sidley.
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Destination Skiing And The DOJ's Mountain Merger Challenge
Attorneys at Robins Kaplan consider what the U.S. Department of Justice's second request for information portends for Alterra's acquisition of Colorado's Arapahoe Basin ski area, exploring the potential consequences for market definition, industry consolidation and the transformation of the lift ticket market.