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Mergers & Acquisitions
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June 10, 2024
Vista Outdoor Rejects MNC's Over $3B Takeover Bid
Vista Outdoor Inc. said Monday that it rejected MNC Capital Partners' over $3 billion takeover offer that it lobbed at the outdoor goods company last week, while simultaneously announcing a new $2 billion offer for its sporting products division from an undisclosed U.S.-based private investment firm.
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June 10, 2024
Elliott Presses Southwest Airlines For Leadership Changes
Elliott Investment Management LP said Monday that it has amassed a stake in Southwest Airlines of approximately $1.9 billion as it pushed the airline to make leadership changes, but Southwest was quick to defend its top brass.
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June 10, 2024
Ventilator Co. Vyaire Hits Ch. 11 As COVID Demand Wanes
Vyaire Medical Inc., a company that makes breathing ventilators and other respiratory treatment and diagnosis products, filed for Chapter 11 protection in Delaware after demand for its products waned following the COVID-19 pandemic.
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June 10, 2024
Paul Weiss Guides Noble Corp. In $1.6B Deal To Buy Rival
Offshore drilling contractor Noble Corp. PLC said Monday that it will buy Diamond Offshore Drilling Inc. in a cash and stock deal that values the rival operator at $1.6 billion.
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June 07, 2024
SEC Fines Ex-AstraZeneca Insider $1.4M For Merger Trades
The U.S. Securities and Exchange Commission has ordered a former AstraZeneca employee to pay $1.4 million to settle claims he used nonpublic information to trade CinCor Pharma shares ahead of the public announcement that the two companies would merge.
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June 07, 2024
Don't Delay In-House Handbags Case For Fed. Court, FTC Told
Federal Trade Commission staffers are urging the commission not to delay an in-house challenge to the planned $8.5 billion merger combining the parent companies of Coach and Michael Kors, arguing that a separate New York federal court fight won't automatically determine the deal's fate.
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June 07, 2024
FaZe Clan SPAC Investor Sues B. Riley In Chancery Court
Former stockholders of the blank-check company that took electronic sports and entertainment company FaZe Clan public in a $725 million transaction in July 2022 sued B. Riley Financial and others behind the deal on Friday in Delaware's Court of Chancery, alleging disclosure failures and breaches of fiduciary duty.
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June 07, 2024
Yale Hospital Sued For Seeking To Exit $435M Purchase Deal
California-based Prospect Medical Holdings Inc. has sued Yale New Haven Health for seeking to back out of a $435 million acquisition of three financially distressed Connecticut hospitals, accusing the state's largest hospital of breach of contract and wrongfully leaking a prior lawsuit to the press.
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June 07, 2024
Brewery Wants Extra Damages For Co-Owner's 'Brazen' Theft
A Colorado brewery accusing a former manager of embezzling hundreds of thousands of dollars has asked a state court for permission to seek exemplary damages, saying there's plenty of evidence the former manager willfully stole the money for himself and competing businesses he had a stake in.
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June 07, 2024
Acorda Therapeutics Gets OK On $185M Ch. 11 Sale To Merz
Drugmaker Acorda Therapeutics Inc. received a New York bankruptcy judge's approval Friday to complete a $185 million sale of its assets to a fellow pharmaceutical company, allowing Acorda to move ahead with a Chapter 11 plan to wind down its business.
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June 07, 2024
Dentons Adds Pair Of Husch Blackwell Tax Attys
Two South Carolina tax attorneys have joined Dentons' corporate, tax and private client practice as partners after moving from Husch Blackwell LLP, the firm announced on Thursday.
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June 07, 2024
Bryan Cave, Goodwin Guide New Era's Merger With '47 Brand
Acon Investments-owned New Era Cap LLC announced Friday that it agreed to buy fellow sports lifestyle brand '47 to create a merged business that brings in roughly $2 billion in annual revenue in a deal built by Bryan Cave Leighton Paisner LLP and Goodwin Procter LLP.
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June 07, 2024
Davis Polk Guides Emerson On $3.5B Copeland JV Exit
Davis Polk & Wardwell LLP represented Emerson on a newly inked agreement to sell its remaining stake in its Copeland joint venture to Blackstone in a $3.5 billion deal.
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June 07, 2024
Ropes & Gray-Repped Bain Buying PowerSchool In $5.6B Deal
Bain Capital has agreed to buy PowerSchool Holdings Inc., a provider of cloud-based software for K-12 education, in a deal that values the business at $5.6 billion, the companies said in a statement Friday.
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June 06, 2024
FTC Says Kroger Hasn't Turned Over Promised Documents
The Federal Trade Commission urged an administrative law judge on Tuesday to require Kroger to fork over documents related to negotiations for its divestiture plan amid the commission's in-house challenge to the grocer's merger with Albertsons, saying Kroger's prior representations that it would produce the materials "have proven false."
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June 06, 2024
Ex-Autonomy CEO, VP Both Cleared In HP Criminal Fraud Trial
A California federal jury on Thursday acquitted former Autonomy CEO Michael Lynch and former finance Vice President Stephen Chamberlain of criminal fraud and conspiracy charges following an 11-week trial over allegations that the two conned HP into overpaying billions for the British tech company.
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June 06, 2024
Trump Media SPAC Sponsor Must Post Bond In Chancery Row
Dissenting members of the LLC sponsor for the blank check company that took Trump Media & Technology Group public in March must post a hefty 10% security for potential losses on more than 1.5 million shares — now trading at $46 — snarled in a sponsor control dispute.
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June 06, 2024
Dolby Labs Buying GE Licensing For $429M
Dolby Laboratories Inc. said Thursday it has agreed to pay $429 million for intellectual property business GE Licensing, in a deal that will expand Dolby's existing licensing businesses with more than 5,000 GE patents covering the consumer digital media and electronics sectors.
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June 06, 2024
Biote Investors Sue Cooley, SPAC After Huge Merger Loss
Family trust investors in Biote Corp. have sued Cooley LLP and the "hormone optimization" company's top brass over the $700 million merger Biote completed with a special purpose acquisition company, saying the deal was a "disastrous transaction to divert approximately $70 million of merger consideration to themselves and gain control of an enterprise they did not build."
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June 06, 2024
MNC Capital Ups Bid For Vista Outdoor To More Than $3B
MNC Capital Partners on Thursday upped its bid to take over outdoor products company Vista Outdoor Inc. to over $3 billion after the company rejected MNC's previous buyout offers on multiple occasions due to its already-inked agreement to sell its sporting products division to Czech defense company Czechoslovak Group AS.
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June 06, 2024
Lewis Brisbois Adds Corporate Pro In DC From Womble Bond
Lewis Brisbois Bisgaard & Smith LLP announced Thursday that it has hired a partner for its corporate practice group who previously worked at Womble Bond Dickinson and also has prior in-house experience.
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June 06, 2024
North Carolina AG Narrows Target In Hospital Contract Suit
The North Carolina Attorney General's office has agreed to drop for-profit hospital network HCA Management Services from a lawsuit over allegedly unsafe and unsanitary conditions at its Asheville hospital, although an affiliate remains as a defendant, according to a joint stipulation in the state Business Court.
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June 06, 2024
Deals Rumor Mill: Carl Icahn, Bill Ackman, Michael Bloomberg
Carl Icahn invests in Caesars, Bill Ackman plans Pershing's public offering, and Michael Bloomberg joins prospective Timberwolves buying group. Here, Law360 breaks down the notable deal rumors from the past week.
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June 06, 2024
Latham Leads Robinhood In $200M Buy Of Crypto Exchange
Robinhood said on Thursday that it will buy cryptocurrency exchange Bitstamp for approximately $200 million, as the electronic trading platform looks to scale up its global services for digital assets.
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June 06, 2024
Fried Frank Exec Comp Partner Moves To Paul Hastings In NY
Executive compensation lawyer Jason Ertel has joined Paul Hastings LLP's global compensation, benefits and ERISA practice as a partner in New York, the firm said Thursday.
Expert Analysis
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M&A Ruling Buoys Loss Calculation Method, R&W Insurance
The recent Southern District of New York decision in Taylor Precision Products v. Larimer affirms the use of EBITDA as a basis to quantify loss, highlighting the potential shortcomings of a traditional seller indemnity compared to representation and warranty insurance, say Mark Schwartz at Lockton, and William O’Neil and Gretchen Scavo at Winston & Strawn.
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Build Or Buy: Assessing Options For Starting A New Bank
Attorneys at Nelson Mullins evaluate key considerations for deciding whether to charter a new bank or purchase an existing one to implement a new business plan, as depressed stock prices, high-profile failures and regulatory stagnation create headwinds for new banks.
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Opinion
Courts Shouldn't Credit Allegations From Short-Seller Reports
Securities class actions against public companies can extend for years and lead to significant settlements, so courts should not allow such cases with allegations wholly reliant on reports by short-sellers, who have an economic interest in seeing a company's stock price decline, to proceed past the motion to dismiss stage, says Richard Zelichov at DLA Piper.
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Unlocking Value In Carve-Out M&A Transactions
Some of the largest mergers and acquisitions in 2023 were carve-out transactions, and despite their unique intricacies and challenges, these transactions offer both buyers and sellers the opportunity to generate outsized returns in an otherwise vigorously competitive landscape, when carefully planned and diligently executed, say Kevin Crews and Rami Totari at Kirkland.
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Attorneys, Law Schools Must Adapt To New Era Of Evidence
Technological advancements mean more direct evidence is being created than ever before, and attorneys as well as law schools must modify their methods to account for new challenges in how this evidence is collected and used to try cases, says Reuben Guttman at Guttman Buschner.
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Biden Admin's M&A Rhetoric Outpaces Enforcement Numbers
Despite the Biden administration's rhetoric about the need to reinvigorate antitrust efforts, merger enforcement actions by the Federal Trade Commission and the U.S. Department of Justice Antitrust Division are at 20-year lows, with the agencies opting for deterrence instead, says Ryan Quillian at Covington.
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Tips For Litigating Against Pro Se Parties In Complex Disputes
Litigating against self-represented parties in complex cases can pose unique challenges for attorneys, but for the most part, it requires the same skills that are useful in other cases — from documenting everything to understanding one’s ethical duties, says Bryan Ketroser at Alto Litigation.
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Del. Dispatch: Lessons From Failed ETE-Williams Merger
Attorneys at Fried Frank delve into the Delaware Supreme Court's recent decision in Energy Transfer v. Williams to highlight the major monetary consequences of a failed merger, and show why merger agreement drafting and factual context are of utmost importance.
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5 Ways To Leverage Recent DOJ 'Safe Harbor' M&A Policy
Companies can take a series of practical steps both before and after closing to gain maximum advantage from the recently announced U.S. Department of Justice merger and acquisition safe harbor policy and minimize enforcement risk, say Jonny Frank and Jeremy Hirsch at StoneTurn.
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Pro Bono Work Is Powerful Self-Help For Attorneys
Oct. 22-28 is Pro Bono Week, serving as a useful reminder that offering free legal help to the public can help attorneys expand their legal toolbox, forge community relationships and create human connections, despite the challenges of this kind of work, says Orlando Lopez at Culhane Meadows.
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Avoiding Bribery, Corruption And Sanctions Risks In Int'l M&A
Given the evolving merger and acquisition landscape — as evidenced by the Justice Department’s recently announced safe harbor policy — acquirers conducting international transactions must build bribery, anti-corruption and sanctions risk considerations squarely into their due diligence processes, say Brian Markley and Jennifer Potts at Cahill Gordon.
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Series
Playing In A Rock Cover Band Makes Me A Better Lawyer
Performing in a classic rock cover band has driven me to hone several skills — including focus, organization and networking — that have benefited my professional development, demonstrating that taking time to follow your muse outside of work can be a boon to your career, says Michael Gambro at Cadwalader.
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Series
The Pop Culture Docket: Judge Espinosa On 'Lincoln Lawyer'
The murder trials in Netflix’s “The Lincoln Lawyer” illustrate the stark contrast between the ethical high ground that fosters and maintains the criminal justice system's integrity, and the ethical abyss that can undermine it, with an important reminder for all legal practitioners, say Judge Adam Espinosa and Andrew Howard at the Colorado 2nd Judicial District Court.
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New DOJ Roles Underscore National Security Focus
The U.S. Department of Justice’s recent creation of two new leadership positions signals to the private sector that federal law enforcement is pouring resources into corporate investigations to identify potential national security violations, say attorneys at Ballard Spahr.
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How To Navigate The FTC's New Private Equity Frontier
The Federal Trade Commission's recent district court complaint against an anesthesia firm and its private equity partner tests key bounds of the agency's stand-alone authority, and defense strategies can include challenges to both the geographic and the service market fronts, say attorneys at Baker McKenzie.