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Mergers & Acquisitions
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July 01, 2024
White & Case Veteran To Co-Head Global Comp Practice
White & Case LLP announced Monday the addition of a second chair for its still-growing global competition practice, elevating a 16-year firm veteran to co-chair the group.
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July 01, 2024
Catching Up With Delaware's Chancery Court
Two multimillion-dollar settlement approvals, a $25 million fee-shifting demand, and a biotech merger spoiled by murder: This was just the beginning of the drama last week in the nation's preeminent court of equity. Shareholders in satellite companies filed new cases, a cannabis company headed toward trial, and there were new developments in old disputes involving Tesla and Truth Social.
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July 01, 2024
Skadden-Led BlackRock To Buy Data Group Preqin For £2.6B
Investment firm BlackRock said Monday that it has agreed to acquire private markets data provider Preqin for £2.55 billion ($3.2 billion) to boost its investment management in a deal guided by Skadden Arps Slate Meagher & Flom LLP and Macfarlanes LLP.
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July 01, 2024
Sullivan & Cromwell Pilots Boeing $4.7B Spirit Aero Takeover
Boeing said Monday it has agreed to acquire aircraft parts maker Spirit AeroSystems in a $4.7 billion all-share deal under which rival Airbus will also take control of the European-linked operations of Spirit in return for $559 million in compensation.
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June 28, 2024
Chevron's End Is Just The Start For Energized Agency Foes
By knocking down a powerful precedent that has towered over administrative law for 40 years, the U.S. Supreme Court's right wing Friday gave a crowning achievement to anti-agency attorneys. But for those attorneys, the achievement is merely a means to an end, and experts expect a litigation blitzkrieg to materialize quickly in the aftermath.
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June 28, 2024
In Chevron Case, Justices Trade One Unknown For Another
The U.S. Supreme Court's decision to overrule a decades-old judicial deference doctrine may cause the "eternal fog of uncertainty" surrounding federal agency actions to dissipate and level the playing field in challenges of government policies, but lawyers warn it raises new questions over what rules courts must follow and how judges will implement them.
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June 28, 2024
Chancery Court, Not Accountant, To Resolve Curaleaf Dispute
A post-merger dispute between cannabis dispensary giant Curaleaf and the former owner of a multistate cannabis operation it acquired in 2022 must be resolved by Delaware's Court of Chancery and not an independent accountant, the court's chancellor said Friday.
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June 28, 2024
As Election Looms, M&A Attys Advise To 'Stay The Course'
The contentious presidential election is bound to rattle mergers and acquisitions activity in the short term, and the eventual winner will create unique sets of winners and losers in the market, but attorneys have a simple message to clients: "Stay the course."
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June 28, 2024
Consulting Co. Says Rivals Merged Despite Promising Not To
A software consulting company seeking to block a merger between two competitors alleged in a suit in Colorado state court that the rivals have shown "blatant disregard" for a noncompete pact brokered during earlier talks to combine all three companies.
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June 28, 2024
Most H.I.G. Capital Claims Advance In $915M Del. Audax Suit
A Delaware Superior Court judge has kept alive much of a suit filed by affiliates of H.I.G. Capital alleging "brazen" sell-side fraud and conspiracy by interests of Audax Group in connection with H.I.G.'s $915 million deal in early 2022 for an allegedly overvalued Mobileum Inc.
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June 28, 2024
NY Law Firm Botched Gas Co. Sale, Ex-Client Says
Albany, New York-based Whiteman Osterman & Hanna LLP is facing a lawsuit in New York federal court alleging it failed to properly structure the sale of a gas company and caused its owner to incur an avoidable tax liability.
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June 28, 2024
4 Things To Know As New SPAC Rules Take Effect
The U.S. Securities and Exchange Commission's new rules governing special-purpose acquisition companies take effect on Monday, marking an expansive attempt to strengthen oversight of SPAC deals. Here, Law360 examines what to expect as the agency's 581-page rule package goes live.
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June 28, 2024
Taxation With Representation: Kirkland, Vinson, Skadden
In this week's Taxation with Representation, Aareal Bank AG and Advent International sell a property management and maintenance software company, Webtoon Entertainment Inc. and Tamboran Resources Corp. price initial public offerings, SM Energy Company acquires oil and gas assets, and Nokia sells Alcatel Submarine Networks to the French state.
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June 28, 2024
Skadden Guides Nokia On $2.3B Infinera Buy, Stock Pops
Skadden is representing Nokia on a deal to buy Silicon Valley optical-transmission equipment maker Infinera at a $2.3 billion enterprise value, as the Finnish telecommunications giant looks to upsize its North American optical markets business.
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June 28, 2024
Supreme Court Strikes Down Chevron Deference
The U.S. Supreme Court on Friday overturned a decades-old precedent that instructed judges about when they could defer to federal agencies' interpretations of law in rulemaking, depriving courts of a commonly used analytic tool and leaving lots of questions about what comes next.
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June 28, 2024
US Door Maker Sweetens £788M Bid For UK Rival To £818M
Window and door parts maker Quanex said Friday that it has revised its approximately £788 million ($971 million) bid for rival Tyman PLC to nearly £818 million by topping it up with a special dividend of 15 pence per share.
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June 28, 2024
Keywords 'Minded To Recommend' PE Biz's Lower £1.96B Bid
The board of Keywords Studios PLC said Friday it is willing to back a reduced £1.96 billion ($2.5 billion) proposed offer from EQT AB after the Swedish private equity firm reviewed the books of the Irish video game services company.
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June 27, 2024
B. Riley-Linked SPAC To Settle Del. Class Action For $8.5M
The co-chairman of B. Riley Financial Inc. and others have agreed to pay $8.5 million to settle a class action in Delaware's Court of Chancery accusing them of making misleading and inadequate disclosures leading up to a $320 million special-purpose acquisition company deal for battery storage venture Eos Energy Storage LLC.
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June 27, 2024
Live Nation Tries To Push DOJ's Antitrust Suit Out Of NY
Counsel for Live Nation Entertainment and subsidiary Ticketmaster on Thursday told a skeptical Manhattan federal judge that the U.S. Department of Justice's antitrust case belongs in D.C. federal court, where the green light was given for the companies' 2010 merger.
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June 27, 2024
Colo. AG's Kroger Merger Suit Survives Dismissal Bid
A Colorado state judge has refused to toss a suit challenging Kroger's planned $24 billion purchase of Albertsons, rejecting the grocery chains' arguments that state enforcers are asking for an overly broad, nationwide injunction by seeking to block the deal.
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June 27, 2024
AbbVie Buys Bowel Disease Biotech Celsius For $250M
Chicago-based pharmaceutical company AbbVie said Thursday it has acquired Celsius Therapeutics Inc., a privately held clinical-stage biotechnology company developing therapies for patients with inflammatory disease, for $250 million.
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June 27, 2024
Deals Rumor Mill: Boeing, Blackstone, Bosch
Boeing offers $4 billion for parts maker Spirit AeroSystems, Blackstone could sell Legence at up to $5 billion value, and Bosch mulls a bid for Whirlpool. Here, Law360 breaks down the notable deal rumors from the past week.
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June 27, 2024
Free-Speech Orgs Tell DC Circ. TikTok Ban Is Prior Restraint
A collection of free speech and press groups has urged the D.C. Circuit to strike down Congress' TikTok sale-or-ban law, calling the statute a "direct and serious threat" to First Amendment freedoms in an amicus brief.
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June 27, 2024
Boeing Settles Suit Claiming NC Fund Ransomed Plane Parts
The Boeing Co. and the private investment firm it accused of forcing a new supply contract under false pretenses before raising prices for aircraft parts by more than 300% have agreed to settle their dispute, according to a new notice filed in North Carolina federal court.
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June 27, 2024
Honeywell Says Sourcing Co. Backpedaled On Supply Deal
Honeywell has accused a sourcing company of trying to claw its way out of a contract to buy medical-grade gloves by fabricating quality concerns and launching a bogus recall in an allegedly underhanded way to make itself more appealing to potential buyers.
Expert Analysis
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Notes Of Interest From 5th Circ. Illumina-Grail Merger Ruling
Attorneys at Simpson Thacher consider the Fifth Circuit's recent decision upholding the Federal Trade Commission's challenge of the Illumina merger with Grail, its much-needed boost to the Biden administration's antitrust agenda, and some silver linings the decision offers to merging parties.
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Where Justices Stand On Chevron Doctrine Post-Argument
Following recent oral argument at the U.S. Supreme Court, at least four justices appear to be in favor of overturning the long-standing Chevron deference, and three justices seem ready to uphold it, which means the ultimate decision may rest on Chief Justice John Roberts' vote, say Wayne D'Angelo and Zachary Lee at Kelley Drye.
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GAO Decision Underscores Complexity Of '180-Day Rule'
The Government Accountability Office's ruling last month in Washington Business Dynamics, evaluating its eligibility for a small business set-aside contract, provides an important reminder for companies to stay vigilant of developments around the evolving "180-day rule" for submitting a proposal, say Stephen Ramaley and Adam Bartolanzo at Miles & Stockbridge.
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Perspectives
6 Practice Pointers For Pro Bono Immigration Practice
An attorney taking on their first pro bono immigration matter may find the law and procedures beguiling, but understanding key deadlines, the significance of individual immigration judges' rules and specialized aspects of the practice can help avoid common missteps, says Steven Malm at Haynes Boone.
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Bank M&A Considerations Amid 2024's Regulatory Uncertainty
Following the decline in banking mergers to the lowest level in more than a decade last year, receptiveness to community bank combinations and positive macroeconomic factors may help banks with less than $50 billion in assets see increased deal-making opportunities this year, despite regulatory uncertainty, say Robert Azarow and Amber Hay at Arnold & Porter.
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Lessons From Country Singer's Personal Service Saga
Recent reports that country singer Luke Combs won a judgment against a Florida woman who didn’t receive notice of the counterfeit suit against her should serve as a reminder for attorneys on best practices for effectuating service by electronic means, say attorneys at Jenner & Block.
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Inside Del. Determinations Of Specific Performance In M&A
Delaware M&A rulings, including several from the end of 2023, shed light on the facts that courts may consider when determining whether a party to a transaction is entitled to specific performance, say attorneys at White & Case and Odeko.
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9 Contractual Issues Tech Startups Should Be Wary Of
Technology startups often overlook relatively simple but crucial contracting steps that are essential to owning and protecting their intellectual property, and the consequences of this will almost always surface at some point, typically in connection with a key investment or other significant transaction involving the business, say attorneys at Mayer Brown.
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A Potential Proactive Tool For Public-Private Joint Ventures
In the current environment of heightened antitrust enforcement, the National Cooperative Research and Production Act seems tailor-made for the collaborative work among competitors encouraged by the Biden administration's infrastructure and green energy funding legislation, say Jeetander Dulani and Susan Ebner at Stinson.
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Bracing For Calif.'s New Health Transaction Framework
As California's new cost and market impact review regulations' April 1 date for its updated notice and review process approaches, healthcare entities should ready themselves for dramatic changes to the state's regulatory landscape and prepare for potentially substantial transaction delays, say Jordan Grushkin and Matthew Goldman at Sheppard Mullin.
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FERC Actions Signal Concern Over Investors' Utility Stakes
Two recent orders and a notice of inquiry from the Federal Energy Regulatory Commission on the subject of whether large investors are asserting control of public utilities signal increasing regulatory scrutiny of the investment community's influence over the electric power industry, say attorneys at Day Pitney.
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10 Global Antitrust Trends To Anticipate In 2024
Proactive navigation of the antitrust enforcement environment remains crucial this year as legal policy and tools evolve to meet intensifying global economic complexity, including geopolitical tensions, trade realignment, market volatility and inflation, say attorneys at Freshfields.
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Series
Baking Bread Makes Me A Better Lawyer
After many years practicing law, and a few years baking bread, I have learned that there are a few keys to success in both endeavors, including the assembly of a nourishing and resilient culture, and the ability to learn from failure and exercise patience, says Rick Robinson at Reed Smith.
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Federal Courts And AI Standing Orders: Safety Or Overkill?
Several district court judges have issued standing orders regulating the use of artificial intelligence in their courts, but courts should consider following ordinary notice and comment procedures before implementing sweeping mandates that could be unnecessarily burdensome and counterproductive, say attorneys at Curtis.
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Time To Step Up PFAS Due Diligence In Cross-Border M&A
Regulations in the U.S. and EU governing per- and polyfluoroalkyl substances will likely evolve to become global standards out of necessity and scale, so PFAS due diligence — particularly for buyers, sellers, and lenders and investors involved in multijurisdictional mergers and acquisitions — will be essential in 2024, say attorneys at Shipman & Goodwin.