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Mergers & Acquisitions
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October 24, 2024
DOJ, DOT Launch Inquiry Into Air Travel Competition
The U.S. departments of Justice and Transportation said Thursday that they're launching a joint inquiry into the state of competition in air travel, the latest in a run of Biden administration competition- and consumer-driven initiatives.
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October 24, 2024
Chancery Won't Block Dura Medic Merger Insurance Claims
Dura Medic, a private equity-controlled medical equipment supplier, and its directors and officers won their bid Thursday in Delaware's Court of Chancery to beat back, for now, a request for a temporary restraining order blocking a settlement that could put a $5 million directors and officers insurance policy beyond the reach of the previous owners' damage claims.
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October 24, 2024
Katten, Hogan Lovells Guide Tampa Bay Lightning Stake Sale
The duo behind Blue Owl Capital on Thursday announced plans to buy a stake in NHL team the Tampa Bay Lightning in a deal strung together by Katten Muchin Rosenman LLP and Hogan Lovells.
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October 24, 2024
Willkie-Led Ingram Micro Rejoins Markets After $409M IPO
Private equity-backed technology products distributor Ingram Micro Holding Corp. rallied in debut trading on Thursday, marking the company's return to public markets following a $409 million initial public offering, represented by Willkie Farr & Gallagher LLP and underwriters' counsel Cahill Gordon & Reindel LLP.
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October 24, 2024
Court Pauses $8.5B Handbag Merger For FTC Challenge
A New York federal judge on Thursday paused the planned $8.5 billion merger between the owners of Michael Kors and Coach while the Federal Trade Commission challenges the deal over concerns about "accessible luxury" handbags.
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October 24, 2024
Southwest Shakes Up Boardroom In Deal With Activist Elliott
Southwest Airlines on Thursday announced a board shake-up, marking the latest of the airline's moves as part of its "transformational" plan amid pressure from activist investor Elliott Investment Management.
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October 24, 2024
ConvergeOne Can't Ax Snubbed Creditors' Ch. 11 Plan Appeal
A Texas federal judge said he wouldn't toss an appeal by a group of secured creditors who say they were improperly iced out of a new equity offering pool for ConvergeOne, writing that the group's challenge wouldn't unravel the reorganized information technology services company's confirmed Chapter 11 plan or harm third parties.
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October 24, 2024
Biden Issues Guidelines For National Security Uses Of AI
President Joe Biden issued a memo Thursday on the development and use of artificial intelligence for national security, directing actions such as shoring up the security of computer chip supply chains and ensuring AI is not used to commit human rights violations.
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October 24, 2024
MVP: Sullivan & Cromwell's Melissa Sawyer
Melissa Sawyer of Sullivan & Cromwell LLP's mergers and acquisitions practice led cancer therapy company Seagen through its $43 billion sale to Pfizer and facilitated the sale of privately held sandwich giant Subway to private equity firm Roark Capital, earning her a spot as one of the 2024 Law360 Mergers & Acquisitions MVPs.
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October 24, 2024
Cleary-Led Keurig Buying Ghost Energy For $1B-Plus
Cleary Gottlieb-led Keurig Dr Pepper said Thursday it has agreed to purchase Winston & Strawn LLP-advised energy drink purveyor Ghost in a two-part transaction that will include the upfront purchase of a 60% stake in Ghost for $990 million, followed by the purchase of the remaining 40% stake in 2028.
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October 24, 2024
Cigna, Frontier Renew Stalled Merger Bids, Plus Other Rumors
Cigna Group and Frontier Airlines have both restarted once-stalled bids to acquire smaller rivals, rekindling merger rumors spanning the healthcare and airlines industries, while Sports Illustrated's secondary ticket platform wants to borrow up to $50 million to acquire competitor Anytickets. Here, Law360 breaks down these and other notable deal rumors from the past week.
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October 24, 2024
Baker McKenzie Reps Acuity Brands On $1.2B QSC Buy
Industrial technology company Acuity Brands Inc., advised by Baker McKenzie, on Thursday announced plans to buy Proskauer Rose LLP-led audio, video and control company QSC LLC in a $1.215 billion deal.
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October 24, 2024
TKO Paying $3.25B For Pro Bull Riding League, Other Assets
Skadden is advising a special committee of TKO Group Holdings on a deal disclosed Thursday that will see the WWE and UFC parent company purchase a professional bull riding league and two other sports companies from Latham-led Endeavor Group in a $3.25 billion all-stock deal.
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October 24, 2024
UK Probes Sonoco's $3.9B Bid For Eviosys
The antitrust watchdog said Thursday that it is investigating U.S.-based Sonoco Products Co.'s proposed $3.9 billion acquisition of European food can-maker Eviosys from private equity shop KPS Capital Partners.
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October 24, 2024
UK Clears Acerinox's $800M Bid For Haynes International
The U.K. antitrust watchdog said Thursday that it has waved through the planned $798 million takeover by stainless steel manufacturer Acerinox of Haynes International, which makes alloys, during the initial phase of its probe.
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October 23, 2024
Kroger Implies Wash. AG Opposes Merger To Aid Gov. Run
The Kroger Co. on Wednesday slammed Washington state's lawsuit targeting its proposed $24.6 billion merger with Albertsons during closing arguments, telling the trial judge that it needlessly duplicates the Federal Trade Commission's antitrust case and suggesting that the state's attorney general was out to boost his campaign for governor.
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October 23, 2024
NY AG Probes Capital One's Planned $35B Discover Merger
New York Attorney General Letitia James has joined federal regulators in investigating Capital One Financial Corp.'s proposed $35 billion acquisition of Discover Financial Services, according to a Wednesday subpoena petition alleging the deal might violate Empire State antitrust laws.
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October 23, 2024
Chancery Mulls Call To Toss $7B Focus Financial Merger Suit
An attorney for private equity firm Stone Point Capital told Delaware's chancellor Wednesday that there was no control group formed before the $7 billion August 2023 go-private merger between Focus Financial Partners Inc. and Clayton Dubilier & Rice LLC, and that a ruling otherwise would "lower the bar" for control allegations.
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October 23, 2024
Del. Justices Urged To Revive Oracle-NetSuite Deal Challenge
An attorney for Oracle Corp. stockholders rattled off a barrage of alleged disclosure failures, analytical flaws and errant deference decisions Wednesday during a Delaware Supreme Court appeal from the Chancery Court's toss last year of a challenge to the company's $9.3 billion acquisition of NetSuite Corp. in 2016.
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October 23, 2024
Judge Says Ex-Steward Hospital Nurse Row Out Of His Hands
A Texas bankruptcy judge Wednesday declined to order the new owner of former Steward Health Care hospitals in Massachusetts to take back changes to nurses' union contracts it assumed under his sale order, saying it wasn't up to him to make the call.
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October 23, 2024
Merck Bets More Than $1B On Yale Cancer Treatment Spinout
Pharmaceutical giant Merck has purchased New Haven, Connecticut-based Modifi Biosciences Inc. for $30 million upfront, plus potential milestone payments to shareholders totaling up to $1.3 billion, Modifi said Wednesday.
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October 23, 2024
Roche CEO Says Novo-Catalent Deal Should Be Blocked
The CEO of Swiss pharmaceutical company Roche injected himself into the controversy surrounding Novo Holdings' planned $16.5 billion acquisition of Catalent on Wednesday, stating that he thinks antitrust authorities should block the deal due to its anticompetitive implications.
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October 23, 2024
Foley & Lardner Adds Burr & Forman Corporate Duo In Fla.
Foley & Lardner LLP has ramped up its innovative technology sector and transactions practice group with two former Burr & Forman LLP partners in Jacksonville, Florida, where a Foley & Lardner leader said their arrival aligned with the firm's strategic focus on four key sectors of the economy.
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October 23, 2024
Kirkland Adds Freshfields Atty To Boost Private Credit Bench
Kirkland & Ellis LLP has welcomed an expert in leveraged finance from Freshfields Bruckhaus Deringer LLP, saying Wednesday that his diverse practice will strengthen the firm's liability management and opportunistic credit practices and support its position in the growing private credit sector.
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October 23, 2024
Top Frontier Investor Calls $20B Price Tag A 'Steal' For Verizon
Frontier Communications shareholder Glendon Capital Management sent a letter to Frontier's board on Wednesday stating the company is currently worth at least $26 billion, 30% higher than the $20 billion value implied by Verizon's planned buyout, as Glendon aims to prevent Verizon from "walking away with a steal."
Expert Analysis
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How To Grow Marketing, Biz Dev Teams In A Tight Market
Faced with fierce competition and rising operating costs, firms are feeling the pressure to build a well-oiled marketing and business development team that supports strategic priorities, but they’ll need to be flexible and creative given a tight talent market, says Ben Curle at Ambition.
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FTC Focus: Private Equity Investments In Healthcare
As the Federal Trade Commission is tightening its scrutiny of private equity investment in healthcare, the agency is finding novel grounds to challenge key focus areas, including rollup acquisitions, the flip-and-strip approach and minority investments in rival providers, say attorneys at Proskauer.
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Series
Rock Climbing Makes Me A Better Lawyer
Rock climbing requires problem-solving, focus, risk management and resilience, skills that are also invaluable assets in my role as a finance lawyer, says Mei Zhang at Haynes and Boone.
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How 5 States' Deal Notification Laws Are Guiding Healthcare
Healthcare transaction notification laws at various stages of implementation in California, Illinois, Indiana, Oregon and Washington are shaping sector mergers and acquisitions, with significant transparency, continuity of care and compliance implications as providers tackle complex regulatory requirements, says Melesa Freerks at DLA Piper.
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Think Like A Lawyer: Dance The Legal Standard Two-Step
From rookie brief writers to Chief Justice John Roberts, lawyers should master the legal standard two-step — framing the governing standard at the outset, and clarifying why they meet that standard — which has benefits for both the drafter and reader, says Luke Andrews at Poole Huffman.
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Opinion
OFAC Sanctions Deserve To Be Challenged Post-Chevron
The U.S. Supreme Court's Loper Bright decision opens the door to challenges against the Office of Foreign Assets Control's sanctions regime, the unintended consequences of which raise serious questions about the wisdom of what appears to be a scorched-earth approach, says Solomon Shinerock at Lewis Baach.
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Behind The Delay Of Final HSR Premerger Filing Rules
Erin Toomey at Epiq discusses the wait for the final version of the revised Hart-Scott-Rodino premerger filing requirements that were first introduced in June 2023, the factors that might be behind the delay, and how to plan for the potential data-focused rule change
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Why FDIC Banks May Want To Consider Fed Membership
With the Federal Deposit Insurance Corp. recently ratcheting up bank supervision and proposing idiosyncratic new policies, state-chartered nonmember banks may want to explore the benefits of becoming Federal Reserve members and consider practical steps to make the switch, say Max Bonici and Connor Webb at Venable.
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Opinion
The FTC Needs To Challenge The Novo-Catalent Deal
Novo's acquisition of Catalent threatens to substantially lessen competition in the manufacturing and marketing of GLP-1 diabetes and obesity drugs, and the Federal Trade Commission should challenge it under a vertical theory of harm, as it aligns with last year's merger guidelines and the Fifth Circuit decision in Illumina, says attorney David Balto.
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Series
Being A Luthier Makes Me A Better Lawyer
When I’m not working as an appellate lawyer, I spend my spare time building guitars — a craft known as luthiery — which has helped to enhance the discipline, patience and resilience needed to write better briefs, says Rob Carty at Nichols Brar.
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Lead Like 'Ted Lasso' By Embracing Cognitive Diversity
The Apple TV+ series “Ted Lasso” aptly illustrates how embracing cognitive diversity can be a winning strategy for teams, providing a useful lesson for law firms, which can benefit significantly from fresh, diverse perspectives and collaborative problem-solving, says Paul Manuele at PR Manuele Consulting.
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Preparing For Increased Scrutiny Of Tech Supply Chains
The U.S. Department of Commerce's recent action prohibiting sales of a Russia-based technology company's products in the U.S. is the first determination under the information technology supply chain rule, and signals plans to increase enforcement of protections that target companies in designated foreign adversary jurisdictions, say attorneys at Debevoise.
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SVB Ch. 11 Shows Importance Of Filing Proof Of Claim Early
After a New York bankruptcy court’s recent ruling in SVB’s Chapter 11 case denied late claims filing requests related to post-bar date events, parties with potential claims against a debtor may need to seriously consider filing protective proofs of claim, says Kyle Arendsen at Squire Patton.
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Del. Dispatch: 27.6% Stockholder Not A Controller
The Delaware Court of Chancery's recent decision in Sciannella v. AstraZeneca — which found that the pharma giant, a 26.7% stockholder of Viela Bio Inc., was not a controller of Viela, despite having management control — shows that overall context matters when challenging transactions on breach of fiduciary duty grounds, say attorneys at Fried Frank.
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The Good, The Bad And The Ugly Of Healthcare's PE Boom
While an influx of capital may provide access to new resources and innovative technologies, the private equity model's method of funding may be fundamentally at odds with patient-first healthcare, and in recent years that inherent tension has gotten ugly, say Eva Gunasekera and Jaclyn Tayabji at Tycko & Zavareei.