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Mergers & Acquisitions
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October 01, 2024
4 Firms Guide Partners Group In €6.7B Sale Of German Biz
Swiss private equity shop Partners Group said Tuesday that it is selling its stake in a German digital energy metering business to Texas-based TPG and Singapore's sovereign wealth fund for approximately €6.7 billion ($7.4 billion).
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October 01, 2024
Freshfields Guides Abu Dhabi Oil In €14.7B German Bid
Abu Dhabi's state-owned oil company said Tuesday that it will buy a German chemicals producer, Covestro AG, in a €14.7 billion ($16.3 billion) deal as the Gulf state seeks to lower its dependence on oil amid the transition to green energy.
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September 30, 2024
Colo. Says Kroger Merger Would Divest To 'Retail Liquidator'
Colorado enforcers told a state judge Monday that Kroger Co.'s plan to inoculate against the anticompetitive effects of its $25 billion merger with Albertsons is doomed to fail because the company that would acquire hundreds of stores is a "liquidator" with no intention of running the stores long term.
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September 30, 2024
Pa. Bankruptcy Court OKs $53M Sale Of Nursing Homes
A federal bankruptcy judge approved the proposed sale of nine western Pennsylvania nursing homes to affiliates of Kadima Healthcare Group for $53 million Monday, as part of Chapter 11 proceedings for more than a dozen facilities operating under the umbrella of Comprehensive Healthcare Management Systems.
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September 30, 2024
Bristol-Myers Beats Celgene Investors' Drug Delay Suit
A New York federal judge on Monday tossed UMB Bank's claims that Bristol-Myers Squibb improperly delayed U.S. Food and Drug Administration approval of a cancer treatment to avoid paying shareholders $6.4 billion owed from a 2019 acquisition of Celgene Corp., saying the bank lacked standing to sue.
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September 30, 2024
Private Trading Platform Scraps SPAC Merger In Favor Of IPO
Special-purpose acquisition company Blockchain Coinvestors Acquisition Corp. I said Monday that its merger agreement with private investment platform Linqto Inc. has been terminated, while Linqto separately announced it will go public through an initial public offering instead.
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September 30, 2024
Alaska-Hawaiian Merger, An Aviation Anomaly
A promise to keep their distinct brands and a smaller national market share with few overlapping routes helped Alaska Airlines and Hawaiian Airlines seal their merger, a rare feat amid the Biden administration's tough antitrust enforcement and zealous opposition to consolidation, experts say.
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September 30, 2024
FCC Approves Audacy's Soros Deal, Triggering GOP Anger
The Federal Communications Commission has given the green light to the purchase of an ownership interest in bankrupt radio station owner Audacy Inc. by a fund manager with ties to George Soros.
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September 30, 2024
Chancery Sidelines Squarespace Merger Doc Suit For Now
A Delaware Court of Chancery action to compel stockholder access to website builder Squarespace Inc.'s corporate records remained under a stay Monday, after a court finding that the suit aimed to preserve future review rights focused on a proposed $7.2 billion company take-private deal.
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September 30, 2024
Activist Investor Urges Basic-Fit Gym Operator To Sell
Buckley Capital Management LLC made an appeal to the board of Basic-Fit NV on Monday recommending that the company undergo a strategic review with the intention of selling the business and going private.
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September 30, 2024
FTC Withdraws From Feds' Merger Review Labor Pact
The Federal Trade Commission is withdrawing from an agreement signed in August with the U.S. Department of Justice, the U.S. Department of Labor and the National Labor Relations Board that's meant to increase collaboration when looking at labor issues in mergers.
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September 30, 2024
SEC Fines LA Man In Truth Social-Linked Insider Trading Case
The U.S. Securities and Exchange Commission announced that Los Angeles-based entrepreneur Eric Hannelius will pay over $365,000 to settle allegations that he traded on inside information ahead of a blank check company's acquisition of the owner of social media platform Truth Social.
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September 30, 2024
AGs, Academics Back Media Giants In Sports Streaming Fight
ESPN, Fox and Warner Bros. have picked up allies in their push to move ahead with a "sports-first" broadcasting service, with six state attorneys general and a host of respected economics professors urging the Second Circuit to undo a New York court order that blocked the service's launch.
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September 30, 2024
4 Firms Guide Verizon's $3.3B Wireless Comms Towers Sale
Verizon has sold 6,339 wireless communications towers to a communications-focused real estate investment trust for $3.3 billion in a deal guided by Jones Day, Greenberg Traurig, Simpson Thacher and Mayer Brown, Verizon announced Monday.
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September 30, 2024
Schwab Nears Deal In Antitrust Suit Over TD Ameritrade Buy
Charles Schwab Corp. has reached "an agreement in principle" with retail investors who filed a proposed class action alleging increased transaction costs for trades and other antitrust injury following the Schwab-TD Ameritrade merger, the parties told a Texas federal judge Friday.
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September 30, 2024
Popwallet Shareholders Sue Buyer Snap Inc. After Stock-Drop
Stockholders of virtual payment wallet startup Popwallet Inc. have sued tech company Snap Inc. for fraud and equitable fraud in Delaware's Court of Chancery, accusing Snap of withholding deeply negative news about its own business until after closing on a mostly paid-in-stock merger in late 2021.
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September 30, 2024
Marsh McLennan Paying $7.75B For McGriff Insurance
New York-based global professional services group Marsh McLennan said Monday it has agreed to buy insurance brokerage McGriff Insurance Services, an affiliate of TIH Insurance Holdings, for $7.75 billion in a deal that included guidance from Troutman Pepper, Wachtell Lipton and Simpson Thacher.
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September 30, 2024
Chevron-Hess 2nd Oil Merger To Get FTC OK With CEO Ban
A divided Federal Trade Commission signed off Monday on a deal allowing Chevron to buy Hess, permitting the $53 billion megamerger on the condition that Hess CEO John B. Hess be banned from Chevron's board, in the second such CEO-banning deal the FTC has inked in the last year.
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September 30, 2024
5 Firms Guide DirecTV, Dish On $10B Debt Exchange Merger
DirecTV said Monday it has agreed to purchase EchoStar's video distribution business Dish DBS, including Dish TV and Sling TV, for a nominal $1 while absorbing nearly $10 billion worth of its debt, in a rare debt exchange-driven megadeal that is being led by at least five law firms.
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September 30, 2024
REA Pulls £6.2B Rightmove Bid After Board's Rejection
Rupert Murdoch's REA Group withdrew its £6.2 billion ($8.3 billion) potential bid for Rightmove PLC on Monday, hours before a deadline for making a firm offer, after the board of the British property business continued to reject its advances.
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September 27, 2024
Twitter Investors Win Cert. In Suit Over Musk's Backpedaling
A California federal judge on Friday certified a class of thousands of Twitter investors over claims Elon Musk fraudulently tweeted about the social media company's alleged bot problem to get out of his $44 billion acquisition, rebuffing the billionaire businessman's contention that individual issues in the suit eclipse common questions.
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September 27, 2024
Ex-CEO To Pay SEC Fine For Pre-SPAC Disclosure Failures
The U.S. Securities and Exchange Commission announced Friday it has reached a settlement with the former CEO of an electric vehicle battery company who allegedly concealed its supply chain issues ahead of its merger with a blank check company, leading to a nearly 20% drop in the company's share price once the shortage was revealed.
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September 27, 2024
Musk Skirts Sanctions In Missed Twitter Deposition, For Now
A California federal judge on Friday declined to sanction Elon Musk, for now, after he skipped a deposition over his $44 billion Twitter takeover, allowing the parties to resolve the issue and advising them to wait to see if he appears for the deposition that's been rescheduled for this coming Friday.
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September 27, 2024
Early Trump Media Backer Dumps Shares As Lockup Expires
An early investor in former President Donald Trump's social media platform has unloaded most of its stake, marking the first divestiture following the expiration of a lockup period that restricted sales after Trump's entity went public earlier this year.
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September 27, 2024
50-Year-Old Lobs Age Bias Suit At Sporting Products Co
A 50-year-old Amer Sports recreational gear salesman alleges the Chinese investors who purchased the company passed him up for leadership roles despite his decades of experience and excellent performance, and then fired him when he complained about age discrimination.
Expert Analysis
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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.
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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.