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Mergers & Acquisitions
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September 06, 2024
AstraZeneca Unit Owes $130M In Chancery Scuttled-Drug Suit
The Delaware Chancery Court awarded $130 million to former shareholders of biopharmaceutical company Syntimmune in their breach of contract fight against AstraZeneca PLC unit Alexion Pharmaceuticals Inc., finding that Alexion failed to make promised payments after it acquired Syntimmune in 2018 and breached key terms of their merger agreement.
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September 06, 2024
Ingersoll Rand Blocks Rival From Hiring Ex-Exec In NDA Fight
A Colorado state court has preliminarily blocked the former chief executive of a company acquired by industrial products giant Ingersoll Rand Inc. from working for rival Avantor, finding Ingersoll Rand will likely win its claims that the executive specifically agreed not to work for Avantor as a condition of the acquisition.
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September 06, 2024
EU Antitrust Chief Charts Path Forward After Illumina Setback
The European Union's top antitrust official said a recent ruling that found enforcers lacked authority to probe Illumina's $8 billion acquisition of Grail put an end to an important merger review tool and suggested legislation may be needed to plug the gap.
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September 06, 2024
Renewable Energy Biz Goes Public Via $386M SPAC Merger
Renewable energy company EEW Renewables Ltd., advised by Seward & Kissel LLP, on Friday announced plans to go public by merging with Ellenoff Grossman & Schole LLP-led special purpose acquisition company Compass Digital Acquisition Corp. in a deal with a pro forma combined enterprise value of $386 million.
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September 06, 2024
Baker McKenzie M&A Partner Jumps To Bell Nunnally
Dallas-based business law firm Bell Nunnally & Martin LLP has hired former Baker McKenzie partner Jonathan Farrokhnia, who told Law360 on Friday that his decision to join the firm was based on the advantages that come from working for a smaller firm.
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September 06, 2024
As Biden Looks To Block US Steel Deal, Rival Co. Weighs In
Cleveland-Cliffs is lauding President Joe Biden's reported decision to block U.S. Steel's $14.9 billion planned merger with Nippon Steel and says it is ready to scoop up U.S. Steel's union assets, as the rival steelmaker weighed in on the matter following a flurry of quick developments this week indicating that the Nippon deal is all but dead.
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September 06, 2024
EU Gears Up For New Commission With A Plea: More Women
European Commission President Ursula von der Leyen is gearing up to distribute the top jobs in foreign trade, economics and antitrust among the new commissioners for their five-year mandate, but she is pressing countries in the bloc to nominate more female candidates.
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September 06, 2024
7-Eleven Parent Rejects Nearly $40B Buyout Offer
The Tokyo-based parent company of convenience store chain 7-Eleven has turned down a nearly $40 billion nonbinding buyout offer from Couche-Tard, nudging the Canadian convenience store owner in a Friday letter to offer something better, and stating that the bid undervalues the business and fails to acknowledge regulatory concerns.
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September 06, 2024
Taxation With Representation: Debevoise, Bennett, Orrick
In this week's Taxation With Representation, Verizon reaches a deal to absorb Frontier in a deal worth $20 billion, First Majestic agrees to buy Gatos Silver for $970 million, and Epam Systems inks a $630 million purchase of Neoris.
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September 06, 2024
CMA To Probe GXO's £762M Bid For Logistics Biz
The antitrust authority of the U.K. on Friday launched the first phase of inquiry into the U.S.-based GXO Logistics Inc.'s £762 million ($950 million) takeover of British supply-chain group Wincanton PLC.
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September 06, 2024
SEC Accuses Esmark Of Lying About US Steel Bid
A failed bid to acquire U.S. Steel has landed Pittsburgh-based Esmark Inc. in hot water with the U.S. Securities and Exchange Commission, which announced Friday that it had fined the company and its founder for falsely claiming they had the money to buy the manufacturing giant.
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September 05, 2024
NC County Says Hospital 'Monopoly' Led To ER Understaffing
A North Carolina county has accused an Asheville hospital of driving up taxpayer-funded ambulance expenses by understaffing its emergency department and forcing paramedics to step into the roles of emergency physicians.
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September 05, 2024
FTC Staff Opposes Indiana Hospital Merger
Federal Trade Commission staff on Thursday urged Indiana's health department to reject Union Health's planned purchase of Terre Haute Regional Hospital LP from HCA Healthcare Inc.
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September 05, 2024
Biden To Block US Steel-Nippon, And More Deal Rumors
President Joe Biden is reportedly preparing to block the $14.9 billion merger of U.S. Steel and Nippon Steel, Blackstone and Vista Equity Partners may team up to buy Smartsheet, and Springer Nature is planning an initial public offering. Here, Law360 breaks down these and other notable deal rumors reported over the past week.
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September 05, 2024
Colo. Cannabis Co. Manager Stole $150K, Suit Claims
The two marijuana entrepreneurs behind the Euflora chain are once again back in court, with one of them accusing the other of stealing at least $150,000 from their enterprise, possibly to cover unpaid loans and taxes, according to a lawsuit filed in Colorado state court, which claimed the alleged theft comes after a string of erratic behavior.
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September 05, 2024
4 Firms Build First Majestic's $970M Buy Of Silver Mining Biz
Silver and gold mining company First Majestic Silver Corp. on Thursday announced that it has agreed to buy Mexican silver exploration, development and production company Gatos Silver Inc. in a $970 million deal crafted by four law firms.
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September 05, 2024
Flyers Denied $34M Fee For JetBlue, Spirit Deal Challenge
Airline passengers who launched an antitrust lawsuit over JetBlue's since-scrapped plan to merge with Spirit won't recoup any of the $34 million in legal fees they urged a Massachusetts federal court to award because the travelers can't be considered to have won on their claims, a federal judge in Boston said Thursday.
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September 05, 2024
Latham-Led Topgolf Plans Spinoff Into 2 Separate Cos.
Topgolf Callaway Brands Corp., advised by Latham & Watkins LLP, has announced plans to spin off its golf entertainment business Topgolf into its own publicly traded company, creating two separate golf-focused businesses.
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September 05, 2024
Debevoise, Cravath Steer Verizon's $20B Frontier Takeover
Debevoise & Plimpton LLP is guiding Verizon Communications Inc. on a deal disclosed Thursday that will see the telecommunications giant absorb Cravath Swaine & Moore LLP-advised Frontier Communications at a $20 billion enterprise value.
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September 12, 2024
Bird & Bird Recruits M&A Partner In Frankfurt Amid Growth
Bird & Bird LLP has hired a business expert as a partner in Frankfurt as the firm bolsters its growing corporate practice internationally, with a keen eye on its new office in Japan.
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September 05, 2024
Freshfields-Led Tech Co. To Buy Sensor Biz For €133M
Spectris said Thursday that it has bought a subsidiary of AVL List, an Austrian automotive testing company, for €133.5 million ($148.1 million), as the U.K. precision tools supplier aims to bolster its market position in the auto, aerospace and industrial sectors.
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September 05, 2024
UK Probes Acerinox's $800M Bid For Haynes International
Britain's antitrust authority said Thursday that it has launched a formal investigation into the planned $798 million takeover by stainless steel manufacturer Acerinox of Haynes International, which makes alloys, to assess whether the deal would weaken domestic competition.
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September 04, 2024
Albertsons CEO Takes Stand On Kroger Merger, Missing Texts
Federal Trade Commision attorneys on Wednesday pressed Albertsons Cos. Inc. CEO Vivek Sankaran in Oregon federal court about why he had such dire predictions about the company's future without a merger with Kroger despite previous statements about how his company had been crushing the competition.
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September 04, 2024
Pet Toy Co. President Has No Voting Power, Founder Says
The founder of pet-toy maker Kong Co. has asked a Colorado state judge to declare the company's president has no equity or voting interest, as part of a sprawling internal dispute over management of the company.
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September 04, 2024
Towns Say Settlement Doesn't Limit Rail Merger Appeal
A coalition of Illinois towns challenging the approval of Canadian Pacific's $31 billion merger with Kansas City Southern told the D.C. Circuit the federal government is trying to use a settlement struck by Chicago's commuter rail system to limit the issues in the case.
Expert Analysis
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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.
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Climate Disclosure Mandates Demand A Big-Picture Approach
As carbon emissions disclosure requirements from the European Union, California and the U.S. Securities and Exchange Commission take effect, the best practice for companies is not targeted compliance with a given reporting regime, but rather a comprehensive approach to systems assessment and management, says David Smith at Manatt.
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Series
Playing Hockey Makes Me A Better Lawyer
Nearly a lifetime of playing hockey taught me the importance of avoiding burnout in all aspects of life, and the game ultimately ended up providing me with the balance I needed to maintain success in my legal career, says John Riccione at Taft.
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Considerations For Evaluating IP Risks In Cannabis M&A
Due to the patchwork of state cannabis laws in the U.S., investors and businesses acquiring intellectual property must assess whether a trademark portfolio possesses any vulnerabilities, such as marks that are considered attractive to children or third-party claims of trademark infringement, say Mary Shapiro and Nicole Katsin at Evoke Law.
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A Snapshot Of The Evolving Restrictive Covenant Landscape
Rachael Martinez and Brooke Bahlinger at Foley highlight recent trends in the hotly contested regulation and enforcement of noncompetition and related nonsolicitation covenants, and provide guidance on drafting such provisions within the context of stand-alone employment agreements and merger or acquisition transactions.
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For Lawyers, Pessimism Should Be A Job Skill, Not A Life Skill
A pessimistic mindset allows attorneys to be effective advocates for their clients, but it can come with serious costs for their personal well-being, so it’s crucial to exercise strategies that produce flexible optimism and connect lawyers with their core values, says Krista Larson at Stinson.