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Mergers & Acquisitions
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May 20, 2024
Chancery Preserves Most Of Super Group SPAC Suit
A shareholder of a blank-check company who's suing its sponsor and top leaders in Delaware's Court of Chancery got the green light Monday to move ahead with most of his proposed class claims related to the SPAC's $4.75 billion merger with the online sports betting company that runs online casinos Betway and Spin.
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May 20, 2024
Alaska Airlines Rips Antitrust Suit Over $1.9B Hawaiian Merger
Alaska Airlines has told a federal judge that its proposed merger with Hawaiian Airlines would enhance consumer choice and lower fares, rejecting allegations in an antitrust lawsuit that it would diminish service, cut jobs and erase a legacy brand in the Aloha State.
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May 20, 2024
Caterpillar, Equipment Co. Seek New Trial After $100M Verdict
Caterpillar and a defunct equipment importer have asked a Delaware federal court for a new trial after a jury cleared Caterpillar of antitrust violations but found it caused the importer $100 million in damages by interfering with its contract.
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May 20, 2024
Catching Up With Delaware's Chancery Court
Delaware was full of drama last week, as proposed changes to the state's corporate law statutes raised eyebrows and a professor's friend-of-the-court brief sparked a very unfriendly public exchange. Delaware's court of equity banged the gavel on pipeline and social media disputes, and shareholders filed new suits alleging insider trading, vote bungling, unfair stock buybacks and merger shenanigans. In case you missed any of it, here's the recap of all the top news last week from Delaware's Chancery Court.
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May 20, 2024
VC Firm To Take Israeli Software Biz Private In $150M Deal
Artificial intelligence-fueled customer intelligence solutions provider Glassbox said Monday it's agreed to be bought by longtime investor venture capital firm Alicorn Venture Partners, in an all-cash, take-private deal valued at around $150 million and led by Herzog Fox & Neeman and Fischer (FBC & Co.).
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May 20, 2024
Fried Frank, K&L Gates Lead $950M Sale Of Transportation Biz
Transportation and distribution services provider Saltchuk Resources Inc., advised by K&L Gates LLP, on Monday announced plans to acquire energy transportation services provider Overseas Shipholding Group Inc., led by Fried Frank Harris Shriver & Jacobson LLP, in a take-private transaction valued at $950 million.
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May 20, 2024
Shah Ends Novavax Proxy Fight Following Sanofi Deal
Hedge fund Shah Capital Management Inc. told fellow Novavax Inc. shareholders Monday that it is ending its fight to remove certain members of the biotech company's board, citing its favorable view of Novavax's licensing deal with Sanofi earlier this month.
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May 20, 2024
Simpson Thacher Leads Blackstone In $705M Biltmore Sale
Blackstone said Monday it has closed the sale of the Arizona Biltmore in Phoenix to private equity real estate firm Henderson Park for $705 million, confirming January reports that the transaction was under contract and revealing Simpson Thacher & Bartlett LLP and Jones Day as counsel behind the deal.
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May 20, 2024
Latham-Led CyberArk Buying PE-Backed Venafi In $1.54B Deal
Latham & Watkins LLP is guiding Newton, Massachusetts-based CyberArk on a new deal to buy fellow cybersecurity company Venafi from Chicago-based private equity firm Thoma Bravo, represented by Kirkland & Ellis LLP, at an enterprise value of $1.54 billion, CyberArk said Monday.
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May 20, 2024
Davis Polk, Wachtell Guide $2B SouthState Banking Deal
Florida-based SouthState Corp. said Monday it has agreed to purchase Texas-based Independent Bank Group Inc. in an all-stock transaction valued at approximately $2 billion, with Davis Polk and Wachtell steering the regional lenders on the deal.
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May 20, 2024
Video Gaming Biz 'Minded' To Back £2B EQT Takeover Offer
Gaming services group Keywords Studios PLC said Monday that it could back a £2 billion ($2.5 billion) proposed takeover bid from EQT, after it rejected four earlier possible offers from the Swiss private equity shop.
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May 17, 2024
TikTok, Feds Ask DC Circ. To Fast-Track Potential Ban Row
TikTok, a group of its creators and the U.S. Department of Justice on Friday all asked the D.C. Circuit to fast-track challenges to a new federal law that would exclude the popular app from the U.S. market unless it cuts ties with its Chinese parent company.
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May 17, 2024
Meet The Attys Fighting Efforts To Ban TikTok
Facing a potential federal ban, TikTok and creators on the platform have tapped a bevy of BigLaw heavyweights, including attorneys who have successfully led challenges to prior moves to shut down the popular social media platform and limit children's online activities, as well as a pair of litigators who've argued dozens of cases before the U.S. Supreme Court.
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May 17, 2024
Aramark Spinoff Faces Investor Action Over Slow Growth
Uniform supplier Vestis Corp. was hit with a proposed class action on Friday alleging that it concealed years of underfunding prior to being spunoff by Aramark last year, leaving it unable to grow its revenue and retain customers.
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May 17, 2024
T-Mobile Must Face Sprint Merger Suit Before Appealing
The Seventh Circuit summarily rejected T-Mobile's move for interlocutory appeal in a proposed consumer class action targeting the company's 2020 merger with Sprint, allowing the case to advance to discovery after the district court denied T-Mobile's motion to dismiss in the fall.
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May 17, 2024
Kohl's Directors' Aversion To Sale Was Self-Serving, Suit Says
A Kohl's shareholder has hit the retailer's brass with a derivative suit alleging they covered up the results of a disastrous shift in business strategy and takeover offers, all in a bid to protect their own positions.
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May 17, 2024
RedBird Flags Brookfield 'Gamesmanship' In Chancery Suit
Private investment firm RedBird Capital Partners has urged Delaware's Court of Chancery to strike unauthorized motions by Brookfield Infrastructure Partners seeking dismissal of a RedBird suit to recover a $150 million escrow included in a $5.7 billion sale of data centers to Brookfield affiliates last year.
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May 17, 2024
Cantor, Lutnick Strike Deal With Window SPAC Investors
Shareholders of a special purpose acquisition company that took a now-bankrupt smart window manufacturer public have reached a tentative agreement to settle their proposed Delaware Chancery Court class action against Cantor Fitzgerald LP and its billionaire chair and CEO Howard Lutnick.
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May 17, 2024
Industry Emboldened After Justices Galvanize Agency Attacks
In the year since the U.S. Supreme Court said "extraordinary" and "far-reaching" attacks on administrative enforcers can skip agency tribunals and go straight to federal district court, ambitious challenges to regulatory powers are rapidly gaining traction, and the high court is poised to put them on an even firmer footing.
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May 17, 2024
4 Firms Build $2.55B Sale Of Avangrid To Spain's Iberdrola
Spanish renewable energy company Iberdrola SA and its portfolio company, sustainable energy business Avangrid, on Friday announced that they have reached an agreement for Iberdrola to take Avangrid private by purchasing the remaining issued and outstanding shares it does not already own in a $2.55 billion deal built by four firms.
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May 17, 2024
Calif. Man Who Cooperated In $5M Insider Case Avoids Prison
A Manhattan federal judge on Friday allowed a California information technology pro to avoid prison for his role in a $5 million insider-trading ring involving laser company Lumentum Holdings Inc.'s secret merger plans, citing his extensive cooperation with prosecutors.
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May 17, 2024
Debevoise Hires Former Clifford Chance US Antitrust Head
Tim Cornell, former head of the U.S. antitrust group at Clifford Chance LLP, will join Debevoise & Plimpton LLP's Washington, D.C., office as partner, Debevoise announced Friday.
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May 17, 2024
McDermott Adds Dechert Blockchain Ace In Calif. Offices
McDermott Will & Emery LLP is growing its transactions team, announcing Friday it is bringing in a Dechert LLP blockchain and digital assets expert as a partner in its Orange County and Silicon Valley offices.
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May 17, 2024
Winston & Strawn Leads Asia-Focused SPAC $100M IPO
Shares of RF Acquisition II, a special-purpose acquisition company targeting the technology sector in Asia, began trading publicly on Friday following the company's $100 million initial public offering.
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May 17, 2024
Blackstone Leads $7.5B Financing For AI-Focused CoreWeave
Artificial intelligence-focused infrastructure provider CoreWeave said Friday it had secured an agreement for a $7.5 billion debt financing facility provided by Blackstone with strategic participation from hedge fund Magnetar Capital, the co-lead investor, and tech investor Coatue.
Expert Analysis
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Top 4 Antitrust Enforcement Issues In Health Care Today
The Federal Trade Commission's recent lawsuit against U.S. Anesthesia Partners exemplifies antitrust enforcement authorities' efforts to aggressively reshape the health care industry, ranging from new proposed rules to withdrawals of previous guidance, say attorneys at Fried Frank.
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Maximizing Law Firm Profitability In Uncertain Times
As threats of an economic downturn loom, firms can boost profits by embracing the power of bottom-line management and creating an ecosystem where strategic financial oversight and robust timekeeping practices meet evolved client relations, says Shireen Hilal at Maior Strategic Consulting.
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OECD Gender Inclusive Toolkit May Inform Competition Policy
A toolkit recently released by the Organization for Economic Cooperation and Development offers a potential framework for guiding competition regulators and practitioners to better understand how market dynamics affect different gender groups, and could potentially be applied to other demographic lenses as well, say analysts at Analysis Group.
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Alleged $636M Deal Error Highlights Ethics Considerations
Adelman v. Proskauer, a malpractice suit that allegedly arose from a cut-and-paste error resulting in potential damages of $636 million, presents an intriguing juxtaposition of facts and legal issues — and practical ethical considerations for transactions attorneys, says Richard Leisner at Trenam Law.
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Tech M&A Due Diligence Checklist: Sector-Specific Concerns
In an increasingly dynamic technology merger and acquisition landscape, there are seven high-impact diligence concerns that must be addressed early and with precision, say attorneys at Gibson Dunn.
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5 DOJ Enforcement Priorities To Note From Recent Remarks
Principal Associate Deputy Attorney General Marshall Miller’s recent speech provided a glimpse into the U.S. Department of Justice’s corporate criminal enforcement priorities — from national security concerns to mergers and acquisitions — with takeaways for companies’ compliance programs, say Joseph Jay and Jennifer Le at Sheppard Mullin.
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5th Circ. Ruling Reminds Attys That CBP Can Search Devices
The Fifth Circuit’s recent Malik v. Department of Homeland Security decision adds to the chorus of federal courts holding that border agents don’t need a warrant to search travelers’ electronic devices, so attorneys should consider certain special precautions to secure privileged information when reentering the U.S., says Jennifer Freel at Jackson Walker.
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Alleged $636M Deal Error Shows Value Of Old-School Methods
Though Proskauer Rose has now settled claims involving a copy-paste error in deal documents that could have resulted in $636 million in damages, the debacle reminds attorneys that classic revision methods using paper copies can help avoid drafting errors and actually save time in the long run, says Richard Leisner at Trenam.
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How Gov't Agencies Will Fare In The Event Of A Shutdown
With a federal shutdown potentially set to begin at the end of this month, it may be useful to consider the approximate timelines that agencies such as the Federal Trade Commission and IRS have announced for curtailing operations, and potential strategies for mitigating challenges that may arise while agency functions are limited, say attorneys at Cleary.
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Avoiding The Ethical Pitfalls Of Crowdfunded Legal Fees
The crowdfunding of legal fees has become increasingly common, providing a new way for people to afford legal services, but attorneys who accept crowdsourced funds must remember several key ethical obligations to mitigate their risks, say Hilary Gerzhoy and Julienne Pasichow at HWG.
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What Large Language Models Mean For Document Review
Courts often subject parties using technology assisted review to greater scrutiny than parties conducting linear, manual document review, so parties using large language models for document review should expect even more attention, along with a corresponding need for quality control and validation, say attorneys at Sidley.
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Tech M&A Due Diligence Checklist: Critical IP Areas Of Inquiry
Declining valuations are the backdrop of the current technology M&A landscape worldwide, and intellectual property is a key value driver from the vantage point of a potential acquiror, so when it comes to due diligence for technology acquisitions, there are several pitfalls to avoid, say attorneys at Gibson Dunn.
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Series
Participating In Living History Makes Me A Better Lawyer
My role as a baron in a living history group, and my work as volunteer corporate counsel for a book series fan association, has provided me several opportunities to practice in unexpected areas of law — opening doors to experiences that have nurtured invaluable personal and professional skills, says Matthew Parker at the Nebraska Department of Health and Human Services.
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Opinion
Private Equity Owners Can Remedy Law Firms' Agency Issues
Nonlawyer, private-equity ownership of law firms can benefit shareholders and others vulnerable to governance issues such as disparate interests, and can in turn help resolve agency problems, says Michael Di Gennaro at The Law Practice Exchange.
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Tech Company Trade Compliance Programs Need A Check-Up
As sanctions and export controls continue to evolve, companies in the tech sector are often affected in ways that can be difficult to spot, say Carrie Schroll and Matthew Luzadder at Kelley Drye.