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Mergers & Acquisitions
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July 12, 2024
Taxation With Representation: Ropes & Gray, Cravath, Latham
In this Week's Taxation with Representation, Paramount Global merges with Skydance Media, Devon Energy acquires Grayson Mill Energy's Williston Basin oil and gas business, Ryan acquires Altus Group Ltd.'s property tax business, and Bain Capital buys Envestnet Inc.
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July 12, 2024
FTC Eyes $23B ConocoPhillips Deal Amid Mass Consolidation
ConocoPhillips said Friday that the Federal Trade Commission has issued a second request regarding its late May agreement to acquire Marathon Oil for $22.5 billion, the latest sign that the rapid consolidation rippling through the oil and gas industry features prominently on the regulator's radar.
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July 12, 2024
VW Supplier's Antitrust Suit Belongs In Germany, Texas Judge Says
A Texas federal judge has dismissed an antitrust lawsuit filed by an auto parts maker against Volkswagen after finding that the German judicial system rather than the U.S. district courts would be the best place for these claims to be litigated.
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July 12, 2024
Biggest Illinois Decisions Of 2024: A Midyear Report
State and federal courts have handed down rulings so far this year that limited the reach of a federal bribery law commonly used to prosecute Illinois corruption, laid out a framework to challenge so-called mootness fees and clarified the scope of Illinois defamation and antitrust law. Here's a look at some of the biggest Illinois decisions in the first half of 2024.
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July 12, 2024
MoFo-Guided SoftBank Buys UK Chipmaker Graphcore
SoftBank Group Corp. has acquired Graphcore, a British semiconductor chipmaker, as it eyes expansion into the artificial intelligence sector, the two companies said on Friday.
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July 11, 2024
Tempur Sealy, Mattress Firm Blast FTC's Merger Challenge
Tempur Sealy and Mattress Firm fired back at the Federal Trade Commission's bid to block a proposed merger between the mattress companies, contending in separate filings that the FTC's ambiguous allegations require tossing the agency's administrative complaint.
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July 11, 2024
Kroger Asks To Delay At Least Part Of FTC Challenge
Kroger and Albertsons are asking an administrative law judge from the Federal Trade Commission to pause the evidentiary portion of the agency's in-house case against the supermarket giants' merger, saying the companies are facing too many overlapping cases in different venues to adequately prepare and present their case.
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July 11, 2024
Only 1 Gold Mine Investor Has Class Claim, Chancery Says
Only one of three warrant holders who sued a Nevada gold and silver mine in Delaware's Court of Chancery may move forward with a proposed class action, a Chancery Court judge has ruled, but the other pro se plaintiffs may continue with their individual claims.
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July 11, 2024
South Korea Looks To Nix $32M Award To U.S. Hedge Fund
South Korea said Thursday that it will look to overturn an arbitral award ordering it to pay some $32 million to a U.S. hedge fund following a dispute over a government bribery scandal that allegedly underpinned the $8 billion merger of two Samsung affiliates in 2015.
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July 11, 2024
Signify, Merger Partner Clash In Chancery Over $50M Earnout
An attorney for former Caravan Health Inc. stockholder representatives told a Delaware vice chancellor on Thursday that acquirer Signify Health Inc. sabotaged Caravan's business in order to scuttle an obligation to add as much as $50 million in performance-based "earnouts" to the $250 million merger price.
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July 11, 2024
$435M Yale Hospital Merger Case Set For December Jury Trial
A lawsuit claiming that Yale New Haven Health Corp. is trying to back out of a $435 million deal to buy three Connecticut hospitals will go to a bench trial in December after a state court judge approved the parties' proposed schedule.
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July 11, 2024
Platinum Equity Taking Heroux-Devtek Private In $990M Deal
Platinum Equity Advisors has agreed to purchase Heroux-Devtek in a take-private deal that values the Quebec-based manufacturer of aerospace products at CA$1.35 billion ($990.1 million), Heroux-Devtek said in a statement Thursday.
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July 11, 2024
SPAC Plans To Merge With Online Game Maker In $500M Deal
Special-purpose acquisition company Relativity Acquisition Corp. on Thursday revealed that it is in talks with online casino game maker Mazaii Corp. Ltd. to acquire the company and take it public in a deal that values the casino game maker at an initial enterprise value of $500 million.
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July 11, 2024
Deals Rumor Mill: Saudi Aramco, Paramount Global, Carlyle
The Carlyle Group is considering acquiring Baxter International's kidney-care spinoff Vantive for about $4 billion, Aramco attracted more than $31 billion in orders for its $6 billion bond sale, and Paramount Global plans to cut more jobs before its merger with Skydance Media closes. Here, Law360 breaks down these and other notable deal rumors from the past week.
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July 11, 2024
Earned Wealth Secures $200M, Buys Peer Thomas Doll
DLA Piper-advised Earned Wealth announced on Thursday that it received a $200 million growth investment from growth equity investors while simultaneously unveiling its acquisition of fellow medical professional-focused financial services firm Thomas Doll.
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July 11, 2024
Ropes & Gray, Paul Weiss Steer Bain's $4.5B Envestnet Buy
Ropes & Gray-led Bain Capital will buy Envestnet Inc., guided by Paul Weiss, in a take-private deal that values the financial technology company at $4.5 billion, Envestnet said in a statement Thursday.
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July 11, 2024
White & Case Guides Turkish Biz's $310M Port Co. Buyout
U.K. cruise port operator Global Ports Holding PLC said on Thursday that it has agreed to be bought out by a subsidiary of its majority shareholder Global Yatirim Holding AS, a Turkish conglomerate, for $310 million.
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July 10, 2024
Nasdaq Says It's Immune To SPAC's 'Racial Animus' Claims
The Nasdaq Stock Market has asked a Brooklyn federal judge to toss claims it "arbitrarily and capriciously" derailed a minority-led special purpose acquisition company's plans, arguing in a Wednesday filing that it's immune to such claims as a self-regulatory organization.
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July 10, 2024
AdaptHealth Investor Attys Get 25% Of $51M Deal, With Caveat
A Pennsylvania federal judge on Wednesday granted final approval to a $51 million settlement between AdaptHealth and investors over allegations tied to its merger with a blank check company, but the plaintiffs' counsel must wait for certain shares to be sold before they can collect their $12.8 million fee.
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July 10, 2024
Ellenoff-Led SPAC Raises $200M To Pursue Healthcare Merger
SIM Acquisition Corp. I, a special-purpose acquisition company formed to pursue a healthcare merger, began trading Wednesday after pricing a $200 million initial public offering, represented by Ellenoff Grossman & Schole LLP and underwriters counsel Kirkland & Ellis LLP.
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July 10, 2024
Thoma Bravo's Qualtrics Bid Fell Short, SAP Tells Chancery
Thoma Bravo LP may have offered $1.2 billion more than Silver Lake Management to buy Qualtrics International Inc. from software company SAP SE in 2023, but other aspects of the bid were less attractive than Silver Lake's $12.5 billion offer, an attorney for SAP directors told Delaware's Court of Chancery on Wednesday.
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July 10, 2024
Skydance, Paramount Unlikely To Hit Regulatory Roadblocks
After Skydance Media and Paramount Global finally inked a deal to merge, the parties will move through a 45-day go-shop period and a review from U.S. regulators, but experts told Law360 the deal is unlikely to hit any antitrust obstacles.
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July 10, 2024
Kirkland, Skadden Steer $1.8B Honeywell Natural Gas Biz Deal
Kirkland & Ellis LLP-led Honeywell said Wednesday it has agreed to acquire Air Products' liquefied natural gas process technology and equipment business for $1.81 billion in an all-cash transaction, with Skadden Arps Slate Meagher & Flom LLP sitting on the other side of the bargaining table.
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July 10, 2024
SEC Probes NYSE's Bid To Extend SPAC Merger Deadlines
The U.S. Securities and Exchange Commision wants more time to investigate a New York Stock Exchange proposal that would lengthen deadlines to complete certain mergers involving special purpose acquisition companies to 42 months, saying NYSE's proposal departs from typical time limits intended to protect investors.
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July 10, 2024
AMD To Buy European AI Biz In $665M Cash Deal
Semiconductor company AMD, advised by Latham & Watkins LLP, on Wednesday announced plans to buy a private European artificial intelligence lab called Silo AI in an all-cash deal valued at roughly $665 million.
Expert Analysis
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PE In The Crosshairs Of Public And Private Antitrust Enforcers
A series of decisions from a California federal court in the recently settled Packaged Seafood Products Antitrust Litigation, as well as heightened scrutiny from federal agencies, serve as a reminder that private equity firms may be exposed to liability for alleged anti-competitive conduct by their portfolio companies, say attorneys at Axinn.
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Series
Swimming Makes Me A Better Lawyer
Years of participation in swimming events, especially in the open water, have proven to be ideal preparation for appellate arguments in court — just as you must put your trust in the ocean when competing in a swim event, you must do the same with the judicial process, says John Kulewicz at Vorys.
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A Recipe For Growth Equity Investing In A Slow M&A Market
Carl Marcellino at Ropes & Gray discusses the factors bolstering appetite for growth equity fundraising in a depressed M&A market, and walks through the deal terms and other ingredients that set growth equity transactions apart from bread-and-butter venture capital investing.
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PE-Healthcare Mergers Should Prepare For Challenges
State and federal regulators are increasingly imposing new requirements on healthcare transactions involving private equity partners, with mergers that would have drawn little scrutiny a few years ago now requiring a multijurisdictional risk analysis during the deal formation process, say attorneys at Stinson.
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Why RWI Insurers Should Consider Excluding PFAS
As regulation of per- and polyfluoroalkyl substances escalates, carriers providing representations and warranties insurance should reconsider providing PFAS coverage on a case-by-case basis, say Dave Bartoletti and Ina Avalon at Taft Stettinius.
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Don't Use The Same Template For Every Client Alert
As the old marketing adage goes, consistency is key, but law firm style guides need consistency that contemplates variety when it comes to client alert formats, allowing attorneys to tailor alerts to best fit the audience and subject matter, says Jessica Kaplan at Legally Penned.
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Online Portal Helps Fortify Feds' Unfair Health Practices Fight
The Federal Trade Commission, U.S. Justice Department and the U.S. Department of Health and Human Services recently launched an online portal where the public can report potentially unfair healthcare practices, effectively maximizing enforcers' abilities to police anti-competitive actions that can drive up healthcare costs and chill innovation, say attorneys at Seyfarth.
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Series
Walking With My Dog Makes Me A Better Lawyer
Thanks to my dog Birdie, I've learned that carving out an activity different from the practice of law — like daily outdoor walks that allow you to interact with new people — can contribute to professional success by boosting creativity and mental acuity, as well as expanding your social network, says Sarah Petrie at the Massachusetts Attorney General’s Office.
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Navigating SPAC Market Challenges For Microcap Issuers
For microcap issuers, the special-purpose acquisition vehicle market tells a cautionary tale in which few targets attain the advantages they seek, and important considerations for companies with market capitalization of under $300 million include negotiating costs and expenses upfront to avoid becoming saddled with debt, say attorneys at Lucosky Brookman.
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Think Like A Lawyer: Follow The Iron Rule Of Trial Logic
Many diligent and eager attorneys include every good fact, point and rule in their trial narratives — spurred by the gnawing fear they’ll be second-guessed for leaving something out — but this approach ignores a fundamental principle of successful trial lawyering, says Luke Andrews at Poole Huffman.
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The Art Of Asking: Leveraging Your Contacts For Referrals
Though attorneys may hesitate to ask for referral recommendations to generate new business, research shows that people want to help others they know, like and trust, so consider who in your network you should approach and how to make the ask, says Rebecca Hnatowski at Edwards Advisory.
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The Drawbacks Of Banking Regulators' Merger Review Plans
Recent proposals for bank merger review criteria by the Office of the Comptroller of the Currency and Federal Deposit Insurance Corp. share common pitfalls: increased likelihood of delays, uncertainties, and new hurdles to transactions that could impede the long-term safety and soundness of the banks involved, say attorneys at WilmerHale.
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Series
Being An Equestrian Makes Me A Better Lawyer
Beyond getting experience thinking on my feet and tackling stressful situations, the skills I've gained from horseback riding have considerable overlap with the skills used to practice law, particularly in terms of team building, continuing education, and making an effort to reset and recharge, says Kerry Irwin at Moore & Van Allen.
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7th Circ. Mootness Fee Case May Curb Frivolous Merger Suits
On April 15, the Seventh Circuit in Jorge Alcarez v. Akorn Inc. mapped out a framework for courts to consider mootness fees paid to individual shareholders after the voluntary dismissal of a challenge to a public company merger, which could encourage objections to mootness fees and reduce the number of frivolous merger challenges filed, say attorneys at Skadden.
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4 Ways To Refresh Your Law Firm's Marketing Strategy
With many BigLaw firms relying on an increasingly obsolete marketing approach that prioritizes stiff professionalism over authentic connection, adopting a few key communications strategies to better connect with today's clients and prospects can make all the difference, say Eric Pacifici and Kevin Henderson at SMB Law.