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Mergers & Acquisitions
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August 12, 2025
Fanatics Loses Bid For Bar On Boies Schiller In Antitrust Row
A New York federal judge Tuesday overruled Fanatics Inc.'s objection to an order requiring the sports collectibles company to turn over unredacted versions of licensing agreements to rival Panini America Inc., rejecting Fanatics' bid to place limits on Boies Schiller Flexner LLP attorneys who access the agreements.
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August 12, 2025
AstraZeneca, Stockholders Far Apart In Merger Damages Tally
Syntimmune Inc. stockholders and Alexion Pharmaceuticals have landed tens of millions of dollars apart in new tallies of interest owed after a Court of Chancery ruling in June that Alexion failed a "best efforts" duty to fulfill an autoimmune drug candidate deal.
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August 12, 2025
Bayer Bets $1.3B On Kumquat Cancer Drug Candidate
Pharmaceutical company Bayer and Kumquat Biosciences Inc., a clinical-stage biotech company, on Tuesday announced that they have entered into an exclusive global license and collaboration agreement under which Kumquat will receive up to $1.3 billion to help develop and commercialize its pancreatic cancer-focused drug candidate.
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August 12, 2025
FTC Skeptical Of 'Partial' Sale For GTCR Merger Fix
The Federal Trade Commission told an Illinois federal court that enforcers are reviewing an offer by private equity firm GTCR BC Holding to sell parts of a medical device coatings company in order to fix concerns raised by the company's planned purchase of Surmodics, but said a full sale is preferable.
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August 12, 2025
Google Gets $34.5B Chrome Offer Amid Antitrust Fight
Perplexity AI has submitted a $34.5 billion offer to acquire Google's ubiquitous Chrome web browser, according to a Tuesday term sheet obtained by Law360, as part of a proposed antitrust remedy following ongoing U.S. Department of Justice proceedings against Alphabet Inc.'s Google.
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August 12, 2025
Crypto-Focused SPAC Apex Treasury Unveils $250M IPO Plans
Special purpose acquisition company Apex Treasury Corp. has filed plans for a $250 million initial public offering, with the goal of acquiring a blockchain or crypto treasury company.
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August 12, 2025
Petition Seeks FCC Files On Trump-Skydance Meeting
The head of an artificial intelligence streaming platform called on the Federal Communications Commission to release its findings on his complaint alleging improper lobbying by Skydance Media for its $8 billion merger with Paramount, claiming that Skydance planned an impromptu meeting with President Donald Trump at an April UFC fight.
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August 12, 2025
3 Firms Advise As Cardinal Health Makes $1.9B Urology Push
Cardinal Health said Tuesday that one of its specialty platforms has agreed to acquire a top urology company known as Solaris Health from Lee Equity Partners and Solaris' physician owners for $1.9 billion, in a deal steered by three law firms.
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August 11, 2025
2nd Circ. Revives Hezbollah Terrorism Suit Against Bank
The Second Circuit held Monday that a Lebanese bank is subject to the personal jurisdiction of New York courts on claims over its predecessor's alleged assistance to Hezbollah, citing the state highest court's certified answer in the case while also reasoning that the bank being subjected to the state's jurisdiction was foreseeable.
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August 11, 2025
Financiers Want Soccer CEO's SPAC Fraud Suit In England
An investment business and two other financiers urged a Florida federal court to dismiss a soccer company CEO's lawsuit alleging civil securities fraud in a complex financing deal, saying similar litigation has already been initiated in the United Kingdom.
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August 11, 2025
GTCR Says Sale, Market Nix FTC Med Tech Merger Concerns
Private equity firm GTCR BC Holdings urged an Illinois federal judge not to block its planned $627 million purchase of a medical device coatings company, arguing in a brief made public Friday that a planned divestiture fully resolves Federal Trade Commission concerns.
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August 11, 2025
Hospital Groups Back Challenge Of Merger Notice Overhaul
A pair of hospital trade associations threw their support behind a U.S. Chamber of Commerce case challenging the Federal Trade Commission's new premerger filing requirements, telling a Texas federal court the agency was wrong to invoke the hospital industry when justifying the changes.
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August 11, 2025
What To Watch In Mega Union Pacific-Norfolk Southern Tie-Up
Union Pacific and Norfolk Southern's bold plan to create the nation's first transcontinental railroad owned by a single firm would transform freight transportation in the U.S., but it must first clear a heightened standard for reviewing mega rail mergers that hasn't yet been tested since the standard was set 24 years ago.
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August 11, 2025
DOJ Touts Merger, Rental Algorithm Deals, Eyeing More
The head of the U.S. Department of Justice's Antitrust Division on Monday touted two recent settlements, in a merger case and in the RealPage algorithmic rent-fixing litigation, as indications that Trump administration enforcers will focus on algorithm-based price-fixing and are willing to "negotiate favorable settlements."
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August 11, 2025
Kellogg Sued Over 'Misleading' Statement On $3B Acquisition
A WK Kellogg shareholder is asking an Illinois federal judge to block The Ferrero Group's $3.1 billion acquisition of the breakfast food company, alleging WK Kellogg and its board of directors submitted an "incomplete and misleading" proxy statement to the U.S. Securities and Exchange Commission to convince shareholders to support the transaction.
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August 11, 2025
EY Says SPAC Investors' Fraud Suit Is 'Blame-Shifting'
EY's Middle East affiliates asked a New York federal judge to toss claims that they botched audits of United Arab Emirates-based Brooge Petroleum before its merger with a blank-check company to enable a fraudulent scheme against investors, arguing it was up to the plaintiffs to "kick the tires" before recommending the merger.
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August 11, 2025
3 Firms Guide Western Union's $500M Purchase Of Intermex
Financial services firm Western Union Co. will acquire money transfer service International Money Express Inc., known as Intermex, in a $500 million all-cash deal led by Sidley Austin LLP, Holland & Knight LLP and Cravath Swaine & Moore LLP.
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August 11, 2025
Proxy Proposals Shift Away From Politics Under Trump
Shareholder proposals on environmental, social and political topics faced headwinds in early 2025, with both the number of submissions and investor support falling amid Trump administration policy shifts and "dizzying" legal and regulatory changes, Sullivan & Cromwell LLP said in a Monday report.
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August 11, 2025
SEC Says Biotech Investor Traded On Inside Info About Deal
The U.S. Securities and Exchange Commission has filed suit against a Texas-based individual investor, accusing him of insider trading on stocks by buying shares of a public biotech firm ahead of its 2020 merger with a privately held biotechnology company.
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August 11, 2025
Catching Up With Delaware's Chancery Court
Nielsen Holdings Ltd. and consumer intelligence spinoff Nielsen Consumer IQ agreed to end their dispute, a sole investor asked the court to name him lead plaintiff in a suit challenging Endeavor's $13 billion take-private deal, and the Chancery Court announced a new, automated case assignment regime. Here's the latest from the Delaware Chancery Court.
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August 11, 2025
Goodwin, Kirkland Steer $2B MeridianLink Take-Private Deal
Financial services-focused software company MeridianLink, led by Goodwin Procter LLP, on Monday announced plans to go private through its acquisition by financial services and technology-focused private equity shop Centerbridge Partners LP, advised by Kirkland & Ellis LLP, in a $2 billion all-cash deal.
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August 11, 2025
Rumble Eyes $1.2B Deal For German AI Data Center Operator
Rumble Inc. is exploring an all-stock purchase of Germany-based Northern Data AG backed by legal counsel from Willkie Farr & Gallagher LLP, in a potential $1.2 billion deal.
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August 11, 2025
DWF-Led Gem Miner Sells Fabergé To Tech Investor For $50M
Gemfields said Monday it has agreed to sell luxury jewelry brand Fabergé Ltd. to SMG, a U.S.-based investor, for $50 million, as the gem miner and marketer moves to streamline the business.
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August 08, 2025
Frank Founder, Exec Can't Undo JPMorgan Fraud Convictions
Charlie Javice, the startup founder convicted of lying to JPMorgan Chase ahead of its $175 million purchase of her college-aid website Frank, and her former colleague have failed to show good reasons why they should now be acquitted, the judge on her case has found.
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August 08, 2025
Nielsen Holdings, Spinoff End Data Cutoff Fight In Del.
Nielsen Holdings Ltd. and consumer intelligence spinoff Nielsen Consumer IQ, or NIQ, agreed Friday to dismiss a Delaware Court of Chancery suit that saw the two battle over what a vice chancellor termed a "fairly blatant" NIQ effort to unilaterally sever data flows to Nielsen Holdings and another user.
Expert Analysis
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Key Takeaways From The 2025 Spring Antitrust Meeting
Leadership changes, shifting priorities and evolving enforcement tools dominated the conversation at the recent American Bar Association Spring Antitrust Meeting, as panelists explored competition policy under a second Trump administration, agency discretion under the 2023 merger guidelines and new frontiers in conduct enforcement, say attorneys at Freshfields.
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How Tariffs May Affect Proxy Contests This Season
While global tariffs imposed by the Trump administration will certainly chill at least some activity this proxy season, and make defending contests significantly easier, there will likely be many new activist investments once there is more economic certainty, meaning more proxy fights this fall, say attorneys at Sidley.
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A Closer Look At New NYSE, Nasdaq Listing Rule Changes
The U.S. Securities and Exchange Commission has recently approved changes to the New York Stock Exchange's and the Nasdaq's listing rules on reverse stock splits, minimum share price requirements and required liquidity for initial listings, meaning listed companies facing delisting will have fewer means to regain compliance, say attorneys at Cahill Gordon.
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Series
Law School's Missed Lessons: Be An Indispensable Associate
While law school teaches you to research, write and think critically, it often overlooks the professional skills you will need to make yourself an essential team player when transitioning from a summer to full-time associate, say attorneys at Stinson.
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23andMe Case Highlights Privacy Complexities In Ch. 11
Attorneys at Pryor Cashman discuss the interplay between a sale of personally identifiable information and bankruptcy law in light of genetics and health company 23andMe's recent filing for Chapter 11 relief.
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SEC Confidential Review Process Provides Issuers Flexibility
The U.S. Securities and Exchange Commission's recently announced enhancements to the process for confidentially submitting draft registration statements will be immediately impactful for issuers seeking to access the public capital markets, and should provide more grounds to explore and plan public offerings, say attorneys at Lowenstein Sandler.
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Series
Birding Makes Me A Better Lawyer
Observing and documenting birds in their natural habitats fosters patience, sharpens observational skills and provides moments of pure wonder — qualities that foster personal growth and enrich my legal career, says Allison Raley at Arnall Golden.
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How Del. Law Rework Limits Corporate Records Requests
Newly enacted amendments to a section of the Delaware General Corporation Law that allows stockholders and beneficial owners to demand inspection of Delaware corporations' books and records likely curtails the scope of such inspections and aids defendants in framing motions to dismiss at the pleading stage, says Jonathan Richman at Brown Rudnick.
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Series
Adapting To Private Practice: From DOJ Leadership To BigLaw
The move from government service to private practice can feel like changing one’s identity, but as someone who has left the U.S. Department of Justice twice, I’ve learned that a successful transition requires patience, effort and the realization that the rewards of practicing law don’t come from one particular position, says Richard Donoghue at Pillsbury.
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Issues To Watch At ABA's Antitrust Spring Meeting
Attorneys at Freshfields consider the future of antitrust law and competition enforcement amid agency leadership changes and other emerging developments likely to dominate discussion at the American Bar Association's Antitrust Spring Meeting this week.
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Law Firm Executive Orders Create A Legal Ethics Minefield
Recent executive orders targeting BigLaw firms create ethical dilemmas — and raise the specter of civil or criminal liability — for the government attorneys tasked with implementing them and for the law firms that choose to make agreements with the administration, say attorneys at Buchalter.
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Firms Must Embrace Alternative Billing Models Or Fall Behind
As artificial intelligence tools eliminate inefficiencies and the Big Four accounting firms enter the legal market, law firms that pivot from the entrenched billable hour model to outcomes-based pricing will see a distinct competitive advantage, says attorney William Brewer.
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How Attorneys Can Master The Art Of On-Camera Presence
As attorneys are increasingly presented with on-camera opportunities, they can adapt their traditional legal skills for video contexts — such as virtual client meetings, marketing content or media interviews — by understanding the medium and making intentional adjustments, says Kerry Barrett.
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Justices' TikTok Ruling Sets Stage For 1st Amendment Battle
The U.S. Supreme Court's landmark ruling upholding a law requiring TikTok's sale sets the stage for an inevitable clash between free speech and government interests and signals that future cases will turn on whether a regulation poses a substantial burden on speech, say attorneys at Dykema.
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What Del. Corporate Law Rework Means For Founder-Led Cos.
Although the amendments to the Delaware General Corporation Law have proven somewhat divisive, they will provide greater clarity and predictability in the rules that apply to founder-led companies navigating transactions concerning controlling stockholders and responding to books-and-records requests, say attorneys at Munger Tolles.