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Mergers & Acquisitions
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September 11, 2024
Investor 'Blindsided' By Dye & Durham's Increasing Debt Load
Activist hedge fund Engine Capital LP said in a letter Wednesday that it was "incredibly disappointed" and "blindsided" by news in legal tech provider Dye & Durham Ltd.'s fourth quarter results that it made two acquisitions for a total of nearly CA$70 million, instead of focusing on reducing debt.
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September 11, 2024
Invitation Homes' $200M Summer Spend Added 580 SFRs
Single-family rental operator Invitation Homes acquired 580 homes in three key markets over July and August, for a total investment of roughly $216 million, the Dallas-based company said Tuesday.
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September 11, 2024
Dickson Minto Breaks Tradition With Walker Morris Hire
Dickson Minto is breaking with its long tradition of virtually exclusively promoting partners from within its ranks by tapping into the lateral hiring market to rebuild its London offering, the Scottish firm's boss told Law360 Wednesday as the firm brings on a real estate veteran from Walker Morris LLP.
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September 11, 2024
Anglo American Sells $400M Of Shares In Platinum Subsidiary
Anglo American said Wednesday that it has raised 7.2 billion South African rand ($400 million) by selling shares in one of its subsidiaries — a sale that could ultimately lead to the listing of the world's largest producer of platinum on the London Stock Exchange.
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September 11, 2024
Dentons Adds 2 Corp. Pros In Dublin From US Rivals
Dentons has recruited two new corporate partners to its Dublin office from U.S. rivals as it looks to expand its mergers and acquisitions practice in the Irish market and capitalize on its global footprint.
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September 11, 2024
Latham Hires Senior Tax Pro From Travers Smith In London
Latham & Watkins LLP said on Wednesday that it has recruited a former head of tax at Travers Smith LLP for its office in London, a blow for the U.K. law firm, which has been hit by the departure of a series of partners.
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September 11, 2024
Dubai Builder Sells Entire Stake In UK Rival Costain For £38M
Dubai-based builder ASGC Construction LLC said Wednesday that it has ended its investment in Costain Group PLC, a British building engineering company, with a sale to institutional investors.
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September 11, 2024
Aussie Metal Exploration Biz Raises £250M To Fund M&A
Greatland Gold, an Australian metal exploration company, said Wednesday that it has raised £248.6 million ($325.1 million) by issuing new shares to help fund its expected buyout of Newmont Corp., a miner based in the U.S.
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September 11, 2024
UK Property Biz Rejects £5.6B Bid By Murdoch's REA Group
Rupert Murdoch's online real estate advertising company said Wednesday that Britain's Rightmove PLC has rejected an initial £5.6 billion ($7.3 billion) cash and share offer, despite concessions that would have kept the combined group on the London Stock Exchange.
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September 10, 2024
SEC Files New Insider Case Tied To Stolen Covington Info
The U.S. Securities and Exchange Commission on Tuesday brought a new insider trading case tied to the theft of confidential merger information from a Covington & Burling LLP lawyer, suing the cousin of a former FBI trainee who was sentenced to prison for filching the Merck & Co. deal info at the heart of the case and then tipping off others.
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September 10, 2024
Buyer Says Waste Facility Co. Owes $450M Over Trashed Plan
Energy and waste management firm Reworld Waste, a Covanta Energy successor, is facing a $450 million lawsuit from a Connecticut company alleging Reworld sabotaged its plan to develop an environmentally friendly trash incineration facility in the town of Wallingford.
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September 10, 2024
Blink Fitness Lands $105M Bid From PureGym
Bankrupt gym chain Blink Fitness landed a stalking horse bid from a unit of U.K.-based global gym operator PureGym Ltd. that sets a $105 million floor price for a Chapter 11 auction set to be held later this month, the companies said Tuesday.
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September 10, 2024
Truth Social Founder Ordered To Disclose Investor Details
A Florida state court judge on Tuesday ordered the founder of former President Donald Trump's Truth Social to turn over investor material in a suit accusing the founder of interfering with the process of taking the company public, holding it's "likely to lead to discovery of relevant and discoverable information."
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September 10, 2024
Werfel Asked To Clarify How To Treat R&D Costs In M&A
Accounting firm RSM US LLP, in a letter released Tuesday, asked Internal Revenue Commissioner Daniel Werfel to clarify how to treat research and development costs when a taxpayer disposes of an entire business in a mergers and acquisitions transaction.
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September 10, 2024
Vista Delays Investor Vote On MNC Capital's $2.15B Bid
Vista Outdoor Inc. on Tuesday again pushed back a shareholder vote on the $2.15 billion sale of its sports products division to Czech defense company Czechoslovak Group AS, in light of yet another takeover bid from MNC Capital Partners LP.
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September 10, 2024
V&E Launches New Dublin Office In Aviation Finance Push
Vinson & Elkins LLP has launched a new office in Ireland to provide New York and English law advice to clients on aviation leasing and financing matters.
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September 10, 2024
Slaughter and May-Led AngloGold Bids £1.9B For Centamin
Global gold mining group AngloGold Ashanti PLC said Tuesday that it has agreed to acquire its smaller rival Centamin PLC in an approximately £1.9 billion ($2.5 billion) cash-and-stock offer led by Slaughter and May and Norton Rose Fulbright.
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September 10, 2024
Britain's Renold Buys Canadian Conveyor Biz For $31.4M
British power transmission products maker Renold PLC said Tuesday that it has acquired the North American conveyor chain maker MAC Chain Co. Ltd. for $31.4 million, giving it a foothold in the Western U.S. and Canadian forestry markets.
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September 10, 2024
Healthcare Real Estate Firm Pays $80M For 277 US Properties
Healthcare real estate investment shop Scioto Properties said Tuesday it has completed the $80 million purchase of a portfolio of 277 properties across 17 U.S. states, representing the largest transaction in the firm's quarter-century history.
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September 10, 2024
White & Case Guides £100M Hedge Fund Deal For Spectator
Hedge fund manager Paul Marshall has bought The Spectator for £100 million ($130 million), the 196-year-old news magazine said on Tuesday, a move that will keep the publishing institution independent and out of foreign control.
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September 10, 2024
EU Antritrust Chief Resists Softer Telecom Merger Rules
The European Union's outgoing competition chief pushed back at a pitch to loosen the bloc's competition rules Tuesday, saying that merger control rules for telecom markets must continue to look at competition at the national level rather than enlarging the examination to the entire 27-country bloc.
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September 10, 2024
Southwest Plans Board Shakeup Amid Activist Pressure
Southwest Airlines detailed plans Tuesday to overhaul its board of directors but stood by its chief executive, as the company faces pressure from Elliott Investment Management LP to make leadership changes.
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September 10, 2024
Vorys-Led Infrastructure Biz Buys Steel Maker For $30M
Hill & Smith PLC said Tuesday that it has bought U.S. steel manufacturer Whitlow Electric Service Co. Inc. for $30.2 million, as the infrastructure products supplier continues a spending spree to expand its global operations.
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September 10, 2024
UK Watchdog Probes Carlsberg's £3.3B Britvic Takeover
The Competition and Markets Authority said on Tuesday that it is investigating whether the planned £3.3 billion ($4.3 billion) takeover by Danish brewer Carlsberg AS of Britvic PLC, a British soft drinks producer, could damage competition in U.K. markets.
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September 10, 2024
'Structuring Issue' Snarls TC Energy's CA$1B Pipeline Deal
Canadian natural gas company TC Energy on Tuesday paused its planned CA$1 billion ($736.7 million) sale of a minority stake in a pipeline system and assets to an Indigenous-owned buyer, citing a "transaction structuring issue."
Expert Analysis
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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.
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FDIC Bank Merger Reviews Could Get More Burdensome
Recently proposed changes to the Federal Deposit Insurance Corp. bank merger review process would expand the agency's administrative processes, impose new evidentiary burdens on parties around competitive effects and other statutory approval factors, and continue the trend of long and unpredictable processing periods, say attorneys at Simpson Thacher.
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Series
Whitewater Kayaking Makes Me A Better Lawyer
Whether it's seeing clients and their issues from a new perspective, or staying nimble in a moment of intense challenge, the lessons learned from whitewater kayaking transcend the rapids of a river and prepare attorneys for the courtroom and beyond, says Matthew Kent at Alston & Bird.
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Del. Lessons For Director-Nominees On Sharing With Activists
The Delaware Chancery Court's recent decision in Icahn Partners v. deSouza finding that a director wasn't permitted to share certain privileged information with the activist stockholders that nominated him shows the need for companies to consider imposing appropriate confidentiality requirements on directors, say attorneys at Sullivan & Cromwell.
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This Earth Day, Consider How Your Firm Can Go Greener
As Earth Day approaches, law firms and attorneys should consider adopting more sustainable practices to reduce their carbon footprint — from minimizing single-use plastics to purchasing carbon offsets for air travel — which ultimately can also reduce costs for clients, say M’Lynn Phillips and Lisa Walters at IMS Legal Strategies.
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New Proposal Signals Sharper Enforcement Focus At CFIUS
Last week's proposed rule aimed at broadening the Committee on Foreign Investment in the United States' enforcement authority over foreign investments and increasing penalties for violations signals that CFIUS intends to continue expanding its aggressive monitoring of national security issues, say attorneys at Kirkland.
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4 Ways AI Tools Can Improve Traditional Merger Analyses
Government officials at the American Bar Association's annual antitrust spring meeting last week reinforced the view that competition cases will increasingly rely on sophisticated data analysis, so companies will likewise need to use Big Tech quantitative techniques to improve traditional merger analyses, say Patrick Bajari, Gianmarco Calanchi and Tega Akati-Udi at Keystone.
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Oracle Ruling Underscores Trend Of Mootness Fee Denials
The Delaware Chancery Court’s recent refusal to make tech giant Oracle shoulder $5 million of plaintiff shareholders' attorney fees illustrates a trend of courts raising the standard for granting the mootness fee awards once ubiquitous in post-merger derivative disputes, say attorneys at Troutman Pepper.
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Blocked JetBlue-Spirit Deal Illustrates New Antitrust Approach
The U.S. Department of Justice’s recent successful block of a merger between JetBlue Airways and Spirit Airlines demonstrates antitrust enforcers’ updated and disparate approach to out-of-market benefits versus out-of-market harms, say Lisa Rumin and Anthony Ferrara at McDermott.
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Comparing Corporate Law In Delaware, Texas And Nevada
With Elon Musk's recent decision to reincorporate his companies outside of Delaware, and with more businesses increasingly considering Nevada and Texas as corporate homes, attorneys at Baker Botts look at each jurisdiction's foundation of corporate law, and how the differences can make each more or less appealing based on a corporation's needs.
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Practicing Law With Parkinson's Disease
This Parkinson’s Awareness Month, Adam Siegler at Greenberg Traurig discusses his experience working as a lawyer with Parkinson’s disease, sharing both lessons on how to cope with a diagnosis and advice for supporting colleagues who live with the disease.
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Opinion
Aviation Watch: Not All Airline Mergers Hurt The Public
The U.S. Department of Justice's actions to block recent attempted airline mergers have been touted as serving the interests of the consumers — but given the realities of the deregulated air travel market, a tie-up like the one proposed between JetBlue and Spirit might have been a win for the public, says Alan Hoffman, a retired attorney and aviation expert.
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The Merger Cases That Will Matter At ABA Antitrust Meeting
While the American Bar Association's Antitrust Spring Meeting this week will cover all types of competition law issues in the U.S. and abroad, expect the federal agencies' recent track record in merger enforcement to be a key area of focus on the official panels and in cocktail party chatter, say attorneys at Freshfields.
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Calif. Verdict Showcases SEC's New 'Shadow Trading' Theory
Last week's insider trading verdict, delivered against biopharmaceutical executive Matthew Panuwat by a California federal jury, signals open season on a new area of regulatory enforcement enabled by the U.S. Securities and Exchange Commission's shadow trading theory, say Perrie Weiner and Aaron Goodman at Baker McKenzie.