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Mergers & Acquisitions
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December 11, 2024
Feds Fire Back At TikTok's Bid To Halt Sale-Or-Ban Law
The federal government Wednesday urged the D.C. Circuit to reject TikTok's bid to pause legislation poised to bar the app from the U.S. market next month while it takes its First Amendment fight to the Supreme Court, arguing TikTok is "downplaying" national security concerns that prompted the law.
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December 11, 2024
Big Tech, 'Censorship' Animate Trump FTC Picks
President-elect Donald Trump's picks Tuesday to lead and join the Federal Trade Commission show he plans to continue Washington's focus on antitrust enforcement against major technology platforms, while also signaling a potential shift toward more populist Republican concerns alleging that Big Tech censors conservative voices.
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December 11, 2024
Grocery Store Rulings Back Enforcers' Merger Approach
Federal and state enforcers scored key victories Tuesday with a pair of court rulings blocking the planned $24.6 billion merger between Kroger and Albertsons that largely adopted their allegations about the deal and rejected a proposal to unload nearly 600 stores to save it.
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December 11, 2024
Trump Media Fights Stay Of Fla. Suit In Investor Dispute
The company behind Donald Trump's Truth Social platform told a Florida appeals court on Wednesday that a trial court should not have paused its suit against investors in favor of a related dispute in Delaware because the two suits are not substantially similar.
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December 11, 2024
Nippon Offers $5K Bonuses To Ease US Steel Deal Concerns
Nippon Steel Corp. has committed to providing $5,000 closing bonuses to employees of U.S. Steel in hopes of easing concerns about the controversial $14.9 billion merger between the two companies, which both the sitting and incoming president have said they oppose.
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December 11, 2024
Kirkland-Led Patient Square Pays $4.1B For Animal Health Co.
Healthcare-focused private equity firm Patient Square Capital on Wednesday unveiled plans to acquire and take private dental and animal health distributor Patterson Companies Inc. in a $4.1 billion deal built by several law firms.
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December 11, 2024
Bills, Dolphins Are First NFL Teams To Add PE Firm Investors
The Buffalo Bills and Miami Dolphins, represented by Proskauer Rose LLP and Wachtell Lipton Rosen & Katz, on Wednesday became the first two NFL teams to sell minority ownership shares to private equity firms, three and a half months after the football league agreed to allow such investment.
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December 11, 2024
Norton Rose Advises TowerBrook's £283M Deal For Equals
Private equity shop TowerBrook Capital Partners LP said Wednesday that it has made a £283 million ($361 million) recommended cash offer for British financial technology business Equals Group PLC.
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December 11, 2024
Albertsons Sues Kroger In Chancery After Blocked Megadeal
Grocery giant Albertsons, in a Wednesday lawsuit in the Delaware Court of Chancery, said Kroger did not put forth its "best efforts" into getting their planned $24.6 billion megamerger cleared while also announcing official plans to nix the deal, moves that came just one day after two judges blocked the proposed acquisition.
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December 11, 2024
6 Firms Guide Nippon Life's $8.2B Resolution Life Acquisition
Japanese life insurer Nippon Life said Wednesday that it has agreed to buy the remaining 77% stake in holding group Resolution Life that it does not already own for $8.2 billion.
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December 10, 2024
Bristol-Myers Said To Renege On $450M Milestone Promise
Former security holders of a biotechnology company Bristol-Myers Squibb acquired in 2016 hauled the pharmaceutical giant into Delaware's Court of Chancery on Monday, accusing it of using "patent prosecution sleight of hand" to avoid paying up to $450 million in promised milestone payments related to an autoimmune disorder treatment.
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December 10, 2024
UpHealth Says Glocal Execs Stalling On $115M Award Suit
Digital health services company UpHealth has asked an Illinois federal judge to favor its efforts to pin down assets belonging to executives of Indian healthcare firm Glocal as it looks to enforce a $115 million arbitral award, saying the respondents are engaging in "obstructionist" conduct.
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December 10, 2024
Chancery Awards Ajamie $13M In Cell Partnership Fight
Boutique law firm Ajamie LLP has won a Delaware Court of Chancery ruling that clients in a more-than decade-long multi-site battle over dozens of AT&T cellphone partnerships owe Ajamie about $13 million in legal fees despite a court finding that a formal fee-sharing agreement is unenforceable.
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December 10, 2024
Trump Taps Ferguson As FTC Chief, Kressin Atty To GOP Seat
President-elect Donald Trump named current Federal Trade Commission member Andrew N. Ferguson to be its next chair Tuesday night while also picking Kressin Meador Powers LLC partner Mark Meador, a former deputy chief counsel to Sen. Mike Lee, R-Utah, to round out the FTC as its third Republican member.
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December 10, 2024
Nippon Life In Late Talks To Buy Resolution Life For $8.2B
Global insurer Resolution Life said Tuesday that it was in the "final stages of discussions" to sell the business to Nippon Life Insurance, reportedly for $8.2 billion.
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December 10, 2024
$24.6B Kroger-Albertsons Merger Blocked By 2 Judges
Kroger's planned $24.6 billion purchase of Albertsons suffered double whammy blows Tuesday, first from an Oregon federal judge who temporarily blocked the deal in a Federal Trade Commission challenge, and then from a Washington state judge who sided with the state's attorney general and issued a permanent, national block.
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December 10, 2024
Google, TPG To Help Steer $20B Clean Energy Investment
Google and an arm of private equity shop TPG that is focused on solutions to combat climate change revealed plans to partner with clean energy company Intersect Power to invest $20 billion in renewable power infrastructure by the end of the decade, with an initial plug of $800 million announced on Tuesday.
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December 10, 2024
Stellantis, CATL Invest Up To €4.1B For Battery Plant In Spain
Automaker Stellantis announced Tuesday that it has formed a joint venture with Chinese battery maker CATL that sees the two investing up to €4.1 billion ($4.3 billion) to help build a large-scale European lithium iron phosphate battery plant in Spain.
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December 10, 2024
Advent Says Chancery Rulings End Funeral Co. Suit
Private equity firm Advent International told a Boston federal judge that a heated fraud lawsuit tied to its sale of a Mexican funeral business must be dismissed due to rulings from a Delaware judge upholding agreements it entered with the buyer limiting claims related to the transaction.
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December 10, 2024
Kirkland, Davis Polk Drive Gen Digital's $1B MoneyLion Buy
Cybersecurity software company Gen Digital Inc., led by Kirkland & Ellis LLP, has entered into a definitive agreement to acquire Davis Polk & Wardwell LLP-advised personal finance platform MoneyLion Inc. for about $1 billion, the companies said Tuesday.
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December 10, 2024
Utah Beverage Canning Co. Seeks Sale In Ch. 11
A company that makes and fills beverage cans has filed for Chapter 11 protection in Utah bankruptcy court with $476 million in debt, saying COVID-19 caused delays in the opening of its Salt Lake City facility that left it with too little liquidity to continue.
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December 10, 2024
Remote Access Co. To Buy British Biz From Carlyle For $720M
German remote connectivity company TeamViewer said Tuesday that it has reached a deal with U.S. investment giant Carlyle Group Inc. to acquire London-based IT firm 1E at an enterprise value of $720 million, in a deal guided by White & Case LLP.
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December 09, 2024
Trump Media Investors Urge Stay Denial In Del. Suit
Investors in Donald Trump's social media website urged a Delaware Chancery Court to deny a temporary stay brought by the president-elect in order to let Florida litigation play out first, saying presidential immunity doesn't extend to unofficial acts, and the lawsuit can proceed against Trump's affiliates.
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December 09, 2024
Jones Says Waiver Gave Onion Unfair Edge In Infowars Auction
Lawyers for Alex Jones on Monday stepped up their criticism of satirical news outlet The Onion's bid to buy the conspiracy theorist's Infowars website, urging a Texas bankruptcy judge to block the deal and hand Infowars to a company operating a supplements website instead.
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December 09, 2024
Satellite Co. Sued In Del. For Docs After $450M Merger
Two stockholders of satellite venture Terran Orbital Corp. sued the business in Delaware's Court of Chancery Friday for access to company records, linking the demand to their investigation of events leading up to the company's $450 million, 25-cents-per-share sale to Lockheed Martin in October.
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.