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Mergers & Acquisitions
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October 28, 2024
Handbag Cos. Turn To 2nd Circ. Over Pause On $8.5B Merger
The owners of Michael Kors and Coach plan to ask the Second Circuit to review a New York federal judge's order granting the Federal Trade Commission's bid to halt an $8.5 billion merger between the companies while the agency conducts an in-house merger challenge, according to a notice filed Monday.
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October 28, 2024
Wash. AG Candidates Clash On Consumer Protection, Guns
The candidates vying to replace Washington Attorney General Bob Ferguson, who carved out a national reputation as an antitrust champion, present starkly different visions on whether to build upon his tenure or reverse course, clashing not just on consumer protection, but also gun safety and access to reproductive care.
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October 28, 2024
9th Circ. Nixes Arbitration In Live Nation Ticket Sale Suit
The Ninth Circuit affirmed Monday that Live Nation and Ticketmaster can't force consumer litigation over allegedly exorbitant ticket prices into arbitration, ruling in a published opinion that the underlying arbitration agreement linking to "borderline unintelligible" arbitral rules is unenforceable.
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October 28, 2024
5 Firms Guide Nearly $10B Garda World Security Deal
London-based private equity firm BC Partners is selling its majority equity interest in Garda World Security Corp. to a group led by the security service provider's CEO, in a transaction steered by at least five law firms that values GardaWorld at CA$13.5 billion ($9.7 billion).
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October 28, 2024
7 Months, 11 Dissents: GOP Minority Flexes Muscles At FTC
The Federal Trade Commission's two relatively new Republican members are starting to show how they'll use their minority position to full advantage. Sometimes they've fully signed on to the Democratic majority, other times they've dissented emphatically. And the GOP members showed something new this month when approving a dramatic overhaul to the agency's merger filing rules: forcing their colleagues to compromise.
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October 28, 2024
Hospital Wants NC County's 'Monopoly' Suit Tossed
Owners of an Asheville, North Carolina, hospital accused of understaffing its emergency room and driving up wait times say the county suing them for unjust enrichment is actually trying to get paid twice for healthcare its emergency responders have already provided.
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October 28, 2024
Linklaters Adds 4 A&O Shearman Finance Partners In NY
Linklaters LLP announced Monday the addition of four partners from the recently merged Allen Overy Shearman Sterling to the firm's finance division, deepening its U.S. capital markets and restructuring offerings in New York.
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October 28, 2024
AbbVie Paying $1.4B For Alzheimer's-Focused Biotech
AbbVie said Monday it will acquire Aliada Therapeutics, a biotechnology company working on therapies to treat central nervous system diseases including Alzheimer's disease, for $1.4 billion in cash.
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October 28, 2024
Gibson Dunn-Led Lone Star Exiting Chemicals Co. For $2.3B
Lone Star Funds said Monday it has agreed to sell U.S. global specialty chemicals company AOC to Japan's Nippon Paint Holdings Co. for roughly $2.3 billion.
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October 28, 2024
Crown Settles Customer Dispute To Close $924M Revance Buy
Revance Therapeutics has settled a distribution-related dispute with customer Teoxane SA, potentially clearing the path for its planned $924 million acquisition by skincare company Crown Laboratories.
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October 25, 2024
9th Circ. Dubious Of Tesla Investors' Appeal Of $12B Trial Loss
Ninth Circuit judges appeared skeptical Friday of Tesla investors' argument that an erroneous trial instruction improperly led a jury to reject their $12 billion claim over Elon Musk's 2018 tweets that he had "funding secured" to take the electric car giant private.
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October 25, 2024
Glocal, UpHealth May Settle $115M Award Feud
Indian healthcare services platform Glocal and bankrupt digital health services company UpHealth may be on the verge of resolving their bitter dispute over an ill-fated merger that resulted in a $115 million arbitral award, Glocal has informed an Illinois federal court in a recent request to stay enforcement proceedings.
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October 25, 2024
Spirit Airlines Eyes $80M In Cost Cuts Amid New Deal Rumor
Spirit Airlines will implement layoffs as part of a plan to cut roughly $80 million in costs and has agreed to sell 23 Airbus aircraft to GA Telesis for about $519 million, disclosing the measures as the company is said to be in renewed talks to potentially sell itself to Frontier Airlines.
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October 25, 2024
UK Antitrust Arm Opens Formal Probe Of $35B Software Deal
United Kingdom antitrust authorities triggered a formal investigation Friday into Synopsys Inc.'s $35 billion acquisition of Ansys Inc., satisfied that the transaction has enough ties to the country to merit greater scrutiny.
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October 25, 2024
Paris Apparel Co. Valued At €505M As Permira Takes Stake
Private equity giant Permira is taking a significant minority stake in Parisian outdoor-inspired lifestyle brand K-Way from Italian apparel giant BasicNet in an agreement that values K-Way at an enterprise value of €505 million ($545.3 million), the parties announced in a Friday statement.
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October 25, 2024
Frontier Urges Approval Of 'Highly Attractive' Verizon Deal
Frontier Communications on Friday urged shareholders to support its planned $20 billion sale to Verizon, calling the $38.50 per-share price tag "highly attractive" despite mounting opposition from top investors, one of which claimed the company may be worth double that.
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October 25, 2024
Judge Wants More Clarity About Alex Jones Ch. 7 Asset Sales
A Texas bankruptcy judge deferred ruling on a motion from the Chapter 7 trustee in the bankruptcy of right-wing media fabulist Alex Jones to conduct sales of certain of the estate's assets, saying he wants to know whether the parties to the case anticipate future litigation on the trustee's ability to sell the assets.
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October 25, 2024
Big Lots Inc. Gets OK For Oct. 30 Ch. 11 Asset Auction
A Delaware bankruptcy judge Friday approved discount retailer Big Lots Inc.'s plans to put itself on the block next week after hearing the provider of the baseline bid for the sale had secured the financing for its $760 million offer.
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October 25, 2024
Taxation With Representation: Davis Polk, Skadden, Kirkland
In this week's Taxation With Representation, Atlantic Union Bankshares Corp. absorbs Sandy Spring Bancorp, Sophos and Secureworks merge, Wendel Group takes a stake in Monroe Capital LLC, and Acuity Brands Inc. buys QSC LLC.
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October 25, 2024
MVP: Davis Polk & Wardwell's Oliver Smith
Oliver Smith of Davis Polk & Wardwell's mergers and acquisitions practice was a leader on the team that advised ExxonMobil Corp. on its blockbuster $60 billion acquisition of Pioneer Natural Resources and Truist Financial Corp. on the sale of its remaining stake in Truist Insurance Holdings at a $15.5 billion enterprise value, earning him a spot as one of the 2024 Law360 M&A MVPs.
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October 24, 2024
Colo. Says Grocers' Execs Get Paid, No Matter The Fallout
Colorado told a state judge Thursday that consumers bear the risk in a proposed $24.6 billion merger between Kroger Co. and Albertsons, arguing grocery executives will still get their multimillion-dollar payouts even if prices go up or stores close.
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October 24, 2024
FTC Official Doubts Election Will Deter Antitrust 'New Era'
The Federal Trade Commission's Bureau of Competition director defended the agency's new guidelines and its track record during a wide-ranging discussion at the 34th annual Golden State Institute on Thursday, and he expressed confidence that whichever presidential candidate wins, a new administration won't deter this "new era" of FTC antitrust enforcement actions.
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October 24, 2024
Truth Social SPAC Founder Wants $1M Award For Payout Suit
The investment sponsor of the special purpose acquisition company, or SPAC, that took former President Donald Trump's Truth Social media company public has asked for a $1 million fee award for driving the Delaware Chancery Court litigation over the Trump camp's attempts to slash a SPAC deal stock conversion ratio that would have cost some preferred investors millions.
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October 24, 2024
FTC Probing Boeing's $4.7B Spirit Aero Takeover
The Federal Trade Commission wants to know more about Boeing's $4.7 billion plan to take over aircraft parts maker Spirit AeroSystems before it decides whether to sign off on the transaction, new filings have revealed.
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October 24, 2024
Cooper Hefner's $100M Bid To Buy Playboy Brand Is Rejected
The owner of Playboy, PLBY Group Inc., has turned down a reported $100 million offer from Cooper Hefner, the youngest son of late founder Hugh Hefner, to buy the Playboy brand, stating Thursday that the bid is too low.
Expert Analysis
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Mirror, Mirror On The Wall, Is My Counterclaim Bound To Fall?
A Pennsylvania federal court’s recent dismissal of the defendants’ counterclaims in Morgan v. Noss should remind attorneys to avoid the temptation to repackage a claim’s facts and law into a mirror-image counterclaim, as this approach will often result in a waste of time and resources, says Matthew Selmasska at Kaufman Dolowich.
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Bank M&A Continues To Lag Amid Regulatory Ambiguity
Bank M&A activity in the first half of 2024 continued to be lower than in prior years, as the industry is recovering from the 2023 bank failures, and regulatory and macroeconomic conditions have not otherwise been prime for deals, say Robert Azarow and Amber Hay at Arnold & Porter.
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Series
Playing Dungeons & Dragons Makes Me A Better Lawyer
Playing Dungeons & Dragons – a tabletop role-playing game – helped pave the way for my legal career by providing me with foundational skills such as persuasion and team building, says Derrick Carman at Robins Kaplan.
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Del. Dispatch: Director Caremark Claims Need Extreme Facts
The Delaware Court of Chancery recently dismissed Caremark claims against the directors of Centene in Bricklayers Pension Fund of Western Pennsylvania v. Brinkley, indicating a high bar for a finding of the required element of bad faith for Caremark liability, and stressing the need to resist hindsight bias, say attorneys at Fried Frank.
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5 Insights Into FDIC's Final Rule On Big-Bank Resolution Plans
Although the Federal Deposit Insurance Corp.'s recently finalized rule expanding resolution planning requirements for large banks was generally adopted as proposed, it includes key changes related to filing deadlines, review and feedback, and incorporates lessons learned — particularly from last year's bank failures, say attorneys at Cleary.
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Opinion
Time To Reimagine The Novation Process For Gov't Contracts
The Federal Acquisition Regulatory Council, which recently extended a long-standing request for public comments on its novation procedures, should heed commenters' suggestions by implementing specific changes in its documentation requirements, thereby creating a more streamlined and practical novation process, say attorneys at Covington.
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3 Leadership Practices For A More Supportive Firm Culture
Traditional leadership styles frequently amplify the inherent pressures of legal work, but a few simple, time-neutral strategies can strengthen the skills and confidence of employees and foster a more collaborative culture, while supporting individual growth and contribution to organizational goals, says Benjamin Grimes at BKG Leadership.
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E-Discovery Quarterly: Rulings On Hyperlinked Documents
Recent rulings show that counsel should engage in early discussions with clients regarding the potential of hyperlinked documents in electronically stored information, which will allow for more deliberate negotiation of any agreements regarding the scope of discovery, say attorneys at Sidley.
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Loper Bright Limits Federal Agencies' Ability To Alter Course
The U.S. Supreme Court's recent decision to dismantle Chevron deference also effectively overrules its 2005 decision in National Cable & Telecommunications Association v. Brand X, greatly diminishing agencies' ability to change regulatory course from one administration to the next, says Steven Gordon at Holland & Knight.
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Calif. Out-Of-State Noncompete Ban Faces Several Hurdles
California's attempt to bolster its noncompete law has encountered significant procedural and constitutional challenges, and litigating parties must carefully analyze not only the restrictive covenants contained in their agreements, but also the forum-selection and choice-of-law provisions, say Jennifer Redmond and Gal Gressel at Sheppard Mullin.
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Autonomy Execs' Acquittal Highlights Good Faith Instruction
The recent acquittal of two former Autonomy executives demonstrates that a good faith jury instruction can be the cornerstone of an effective defense strategy in white collar criminal cases, in part because the concept of good faith is a human experience every juror can relate to, says Sara Kropf at Kropf Moseley.
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Series
Teaching Scuba Diving Makes Me A Better Lawyer
As a master scuba instructor, I’ve learned how to prepare for the unexpected, overcome fears and practice patience, and each of these skills – among the many others I’ve developed – has profoundly enhanced my work as a lawyer, says Ron Raether at Troutman Pepper.
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Lawyers Can Take Action To Honor The Voting Rights Act
As the Voting Rights Act reaches its 59th anniversary Tuesday, it must urgently be reinforced against recent efforts to dismantle voter protections, and lawyers can pitch in immediately by volunteering and taking on pro bono work to directly help safeguard the right to vote, says Anna Chu at We The Action.
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PE Firms Should Prepare For Increased False Claims Scrutiny
The impact private equity firms may have over medical decisions and care is increasingly attracting potential liability under the False Claims Act and attention from states and the federal government, so investors should follow best practices including conducting due diligence both before and after acquisitions, say attorneys at K&L Gates.
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Navigating Antitrust Considerations In ESG Collaborations
The intersection of ESG goals and antitrust laws presents a complex challenge for businesses and their counsel — but by creating clear frameworks for collaboration, adhering to established guidelines and carefully considering the competitive implications of their actions, companies can work toward sustainability while mitigating legal risks, say attorneys at Morgan Lewis.