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Mergers & Acquisitions
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December 19, 2024
X Workers Say Entire Severance Suit Should Survive
Former X employees urged a Delaware federal court to set aside portions of a magistrate judge's recommendation that the court partially toss their unpaid severance benefits lawsuit, saying the judge incorrectly found that a merger agreement stripped them of standing.
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December 19, 2024
Tencent Removes 2 Epic Directors Following DOJ Scrutiny
Two Epic Games directors appointed by Tencent Holdings are stepping down from Epic's board after the U.S. Department of Justice said their positions could constitute antitrust law violations, the agency has announced.
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December 19, 2024
US Billionaire Finalizes Deal For Everton Football Club
The company controlled by U.S. billionaire businessman Dan Friedkin, advised by Proskauer Rose, has completed its purchase of Everton Football Club, concluding a drawn-out process that included a previous deal that fell through after the buyer faced legal troubles.
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December 19, 2024
3 Firms Guide Cloud Tech Biz On $1.4B Buy Of IT Consultancy
Swiss cloud technology company SoftwareOne Holding AG and Norway's Crayon Group said Thursday that they have agreed to merge in a $1.4 billion deal that will create a leading reseller of software and cloud products.
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December 18, 2024
Ex-US Rep. Urges 2nd Circ. To Nix Insider Trading Conviction
Former Indiana Rep. Stephen Buyer on Wednesday urged the Second Circuit to reverse his insider trading conviction or grant him a new trial, saying federal prosecutors violated his Sixth Amendment rights and failed to prove Manhattan was the right place to be tried, which led a pair of circuit judges to voice doubt about the court's standard for establishing venue.
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December 18, 2024
Morrison Foerster Cites Tariffs As Key M&A Variable For 2025
International law firm Morrison Foerster LLP is among those citing President-elect Donald Trump's tariff plans as a key wild card that could affect mergers and acquisitions deal flow in 2025, a Wednesday report from the firm shows.
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December 18, 2024
EY Accused Of Aiding Energy Firm's SPAC Fraud
Big Four accounting firm EY faces a suit alleging that its "unqualified" audit opinions for a United Arab Emirates-based oil storage leasing company enabled the company to defraud investors in its $1 billion 2019 merger with a special purpose acquisition company.
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December 18, 2024
Judge Wants To Know If Colo. Kroger Merger Fight Is Moot
A Colorado state judge wants to know whether two recent decisions blocking the proposed $24.6 billion merger of The Kroger Co. and Albertsons Cos. Inc. has mooted Attorney General Phillip J. Weiser's challenge to the transaction, according to a briefing plan approved Tuesday.
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December 18, 2024
FCC Asked To Place Conditions On Skydance-Paramount Deal
Paramount Global's $2.4 billion plan to merge with Skydance Media has gained another critic, a right-leaning nonprofit law firm that wants the Federal Communications Commission to refuse to approve the tie-up without placing conditions on Paramount's CBS.
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December 18, 2024
Bain Seeks Controlling Stake Despite Fuji Soft Rejection
Bain Capital is seeking to execute a tender offer for a controlling stake in Fuji Soft despite the Japanese company's decision to proceed with an alternative buyout offer from KKR, stating in a Wednesday presentation that it has "significant concerns" about a Fuji Soft special committee's independence.
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December 18, 2024
Insurance Co. Buyer Accuses Seller Of Fraud In Chancery Suit
Alleging a "textbook case of fraud in the inducement and breach of fiduciary duty," a holding company that acquired Georgia-based Southern Trust Insurance Co. has sued the seller's principals, associates and their company in Delaware's Court of Chancery.
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December 18, 2024
Energy Co. Orsted Sells 50% Solar Farm Stake In $572M Deal
Danish multinational energy company Orsted, advised by Sidley Austin LLP, on Wednesday announced plans to sell a 50% equity stake in three U.S. onshore projects to energy transition-focused investor Energy Capital Partners in a $572 million deal.
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December 18, 2024
Insignia Financial Rejects $1.7B Buyout Bid From Bain
Australia's Insignia Financial said Wednesday it has rejected a nonbinding Bain Capital buyout bid valued at roughly $1.7 billion, stating it does not "adequately represent fair value" for its shareholders.
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December 18, 2024
Toolmaker Hardinge Gets OK On Ch. 11 Liquidation Plan
A Delaware bankruptcy judge on Wednesday approved tool manufacturer Hardinge Inc.'s Chapter 11 liquidation plan after the debtor settled disputes with creditors, its investment fund backer and other parties by agreeing to drop potential claims in exchange for a cash payment.
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December 18, 2024
Yale Eyes Quick Win In $435M Conn. Hospital Purchase Suit
Yale New Haven Health Services Corp. has asked a Connecticut state court judge for permission to file a summary judgment motion in a feud with Prospect Medical Holdings Inc. over the sale of several hospitals in the state, saying Prospect's "stunning" failure to fund pensions and pay taxes resulted in property liens that breached the $435 million deal.
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December 18, 2024
High Court To Review TikTok Sale-Or-Ban Law
The U.S. Supreme Court announced Wednesday that it will fully review TikTok's First Amendment challenge to a federal law requiring the wildly popular social media platform to divest from its Chinese parent company or face a nationwide ban, scheduling expedited oral arguments one week before the law's effective date.
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December 18, 2024
Guardian Owner Inks Deal To Sell Observer To Tortoise Media
The owner of Guardian Media Group said Wednesday that it has formally signed a deal to sell The Observer to online U.K. startup Tortoise Media, in a cash and shares transaction.
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December 18, 2024
Italy's UniCredit Increases Stake In Commerzbank To 28%
Italian bank UniCredit said Wednesday that it has increased its stake in German lender Commerzbank to approximately 28%, amid speculation about a controversial takeover.
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December 17, 2024
Del. Justices Won't Revive Investors' $2.4B EV SPAC Deal Suit
The Delaware Supreme Court has declined to reinstate a proposed class action in the state's Chancery Court that accused a blank-check company of withholding key information from investors ahead of its $2.4 billion go-public deal with electric-vehicle maker Canoo Holdings Ltd.
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December 17, 2024
Franchise Group Can Keep Exclusive Control Of Its Ch. 11
A Delaware bankruptcy judge on Tuesday denied a motion to end the plan exclusivity window and other bankruptcy rights for debtors in Franchise Group Inc.'s Chapter 11, saying possible intercompany claims don't justify relief that the debtor argued would plunge the case into chaos.
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December 17, 2024
Quinn Emanuel, Keller Postman Want To Lead Live Nation Suit
Quinn Emanuel Urquhart & Sullivan LLP and Keller Postman LLC attorneys told a California federal court that they are best suited to represent proposed classes of consumers accusing Live Nation and Ticketmaster of monopolizing the ticketing services space, saying they "developed the heart" of the consumers' claims.
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December 17, 2024
Worker Claims Merger Can't Nix Pa. Medical Pot Protection
An engineering company unlawfully fired a Pennsylvania worker after he tested positive for cannabis usage, even though the employer knew about the worker's medical marijuana prescription, according to a lawsuit filed in Pennsylvania state court.
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December 17, 2024
DOJ Antitrust Division Head Kanter Stepping Down Friday
The head of the U.S. Department of Justice Antitrust Division, Jonathan Kanter, announced his imminent departure Tuesday, leaving the agency after a little over three years and with a legacy of dramatically ramped-up monopolization enforcement, an extremely low tolerance for potentially problematic transactions and more aggressive criminal enforcement.
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December 17, 2024
T-Mobile-UScellular Link Will Help Consumers, Think Tank Says
A free-market think tank is urging the federal government to clear the way for T-Mobile's $4.4 billion purchase of UScellular's wireless operations, saying in a new report that because the smaller UScellular poses no real competitive threat to T-Mobile, the deal could carry significant consumer benefits through increased competition.
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December 17, 2024
Drug Co. Investor Sues In Del. Over $140M Insider Windfall
A pension fund investor in Cerevel Therapeutics Holdings Inc. has sued Bain Capital Investors LLC and other alleged insiders of the company in Delaware's Court of Chancery, accusing them of lining up a secondary offering in the biopharmaceutical venture before disclosure of its planned sale to AbbVie.
Expert Analysis
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The Prospects Of Pa. Gaining Its Own Antitrust Law After 2024
In the only state that does not have its own antitrust law, Pennsylvania's business community's strong opposition to the Pennsylvania Open Markets Act signals a rough road lies ahead for passage of the bill after Republicans retained a narrow majority in the state Senate, say attorneys at BakerHostetler.
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Opinion
How The Onion Could Still Buy InfoWars
While a Texas bankruptcy judge nixed the sale of InfoWars to The Onion on Tuesday, a slight tweak to the novel mechanism proposed could make the sale approvable, says Christopher Hampson at the University of Florida.
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Series
Group Running Makes Me A Better Lawyer
The combination of physical fitness and community connection derived from running with a group of business leaders has, among other things, helped me to stay grounded, improve my communication skills, and develop a deeper empathy for clients and colleagues, says Jessica Shpall Rosen at Greenwald Doherty.
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How White Collar Defense Attys Can Use Summary Witnesses
Few criminal defense attorneys have successfully utilized summary witnesses in the past, but several recent success stories show that it can be a worthwhile trial tactic to help juries understand the complex decision-making at issue, says Jonathan Porter at Husch Blackwell.
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Opinion
6 Changes I Would Make If I Ran A Law School
Reuben Guttman at Guttman Buschner identifies several key issues plaguing law schools and discusses potential solutions, such as opting out of the rankings game and mandating courses in basic writing skills.
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Predictions For Trump Antitrust Enforcement Of Life Sciences
Key life sciences antitrust issues of the past two administrations may indicate the direction of enforcement during President-elect Donald Trump's second term, including in areas such as drug prices, killer acquisitions and merger remedies, say attorneys at Ropes & Gray.
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Firms Still Have The Edge In Lateral Hiring, But Buyer Beware
Partner mobility data suggests that the third quarter of this year continued to be a buyer’s market, with the average candidate demanding less compensation for a larger book of business — but moving into the fourth quarter, firms should slow down their hiring process to minimize risks, say officers at Decipher Investigative Intelligence.
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Preparing For The New Restrictions On Investment Into China
In light of a new regulatory program governing U.S. investments in China-related technology companies of national security concern, investors should keep several considerations in mind, including the rules' effect on existing and new investments, compliance hurdles, and penalties for noncompliance ahead of the rules' January implementation, say attorneys at Gunderson Dettmer.
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Lights, Camera, Real Estate: Preparing For Film Facility M&A
As the entertainment industry struggles to recover from multiple strikes and a decline in production, certain aspects of selling or acquiring production facilities may become important to consider, as these assets are valued very differently from typical commercial real estate properties, say attorneys at Olshan Frome.
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Think Like A Lawyer: 1 Type Of Case Complexity Stands Out
In contrast to some cases that appear complex due to voluminous evidence or esoteric subject matter, a different kind of complexity involves tangled legal and factual questions, each with a range of possible outcomes, which require a “sliding scale” approach instead of syllogistic reasoning, says Luke Andrews at Poole Huffman.
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Back To The Future? Antitrust Enforcement Under Trump 2.0
While the transition to the second Trump administration's antitrust policy should be accompanied by less uncertainty, we're unlikely to get a full sense of the true focus and tenor of competition enforcement under Trump 2.0 before late next year, say attorneys at Simpson Thacher.
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Think Like A Lawyer: Note 3 Simple Types Of Legal Complexity
Cases can appear complex for several reasons — due to the number of issues, the volume of factual and evidentiary sources, and the sophistication of those sources — but the same basic technique can help lawyers tame their arguments into a simple and persuasive message, says Luke Andrews at Poole Huffman.
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Antitrust in Retail: Handbag Ruling Won't Go Out Of Fashion
Although a New York federal court’s recent decision to enjoin a proposed $8.5 billion merger between the owners of Michael Kors and Coach applied noncontroversial antitrust interpretations, several notable aspects of the opinion stand out as likely candidates for further discussion in future merger litigation, say attorneys at Holland & Knight.
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Series
Gardening Makes Me A Better Lawyer
Beyond its practical and therapeutic benefits, gardening has bolstered important attributes that also apply to my litigation practice, including persistence, patience, grit and authenticity, says Christopher Viceconte at Gibbons.
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Takeaways From DOJ's Intervention On Pricing Algorithm Use
A recent U.S. Justice Department amicus brief arguing that a Nevada federal judge wrongly focused on the nonbinding aspect of software company Cendyn Group's pricing algorithm underscores the growing challenge of determining when, if ever, pricing algorithms are legal, say attorneys at Rule Garza.