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Mergers & Acquisitions
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April 29, 2024
Deciphera Stock Soars On $2.4B Deal With Japan's Ono
Deciphera Pharmaceuticals Inc. said Monday it has agreed to be purchased by Japan's Ono Pharmaceutical Co. Ltd. for $2.4 billion, which sent the Waltham, Massachusetts-based cancer drugmaker's stock soaring more than 72%.
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April 29, 2024
Davis Polk, Wachtell Steer $2B Heartland-UMB Bank Merger
UMB Financial Corp. has agreed to purchase Heartland Financial USA Inc. in an all-stock transaction valued at roughly $2 billion, with Davis Polk and Wardwell LLP and Wachtell Lipton Rosen & Katz serving as their respective legal advisers, the regional banking competitors said Monday.
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April 29, 2024
Hipgnosis Backs Blackstone's New $1.6B Offer In Bidding War
Blackstone said on Monday that the directors of music rights company Hipgnosis Songs will back a new $1.6 billion offer by the private equity giant after they said they would withdraw their backing for an earlier $1.5 billion bid from a U.S. competitor, Concord Chorus.
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April 26, 2024
Law360 Reveals Titans Of The Plaintiffs Bar
In the past year, plaintiffs have won settlements and judgments for millions and billions of dollars from companies such as Wells Fargo, Goldman Sachs, Facebook and Fox News, with many high-profile cases finally wrapping up after years of fighting. Such cases — involving over-the-top compensation packages, chemical contamination, gender discrimination and data mining — were led by attorneys whose accomplishments earned them recognition as Law360's Titans of the Plaintiffs Bar for 2024.
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April 26, 2024
TikTok Ban Reveals Congress' Power In Place Of CFIUS Limits
The new law calling for TikTok's Chinese parent company to sell the app or get banned in the U.S. reflects the limits of national security reviews and shows how Congress and the president may bolster, or circumvent, them going forward.
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April 26, 2024
Ex-BP Manager Charged With TravelCenters Insider Trading
A former senior manager at BP PLC on Friday became the second person accused by the U.S. Department of Justice and the U.S. Securities and Exchange Commission of engaging in insider trading over the British oil and gas company's $1.3 billion planned acquisition of TravelCenters of America Inc.
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April 26, 2024
Crypto Mining Co. Execs Face Suit Over Merger Shortcomings
Executives and directors of crypto mining company Hut 8 have been hit with a shareholder derivative suit claiming they failed to disclose the severe financial and operational issues of a company Hut 8 merged with last year, later revealed in a short-seller's report.
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April 26, 2024
Wash. Judge Doubts He Can Block Kroger Merger
A Washington state judge expressed "serious doubts" Friday he could block the $24.6 billion Kroger and Albertsons merger but declined to dismiss the state attorney general's lawsuit seeking to derail the deal, saying that the state still had more narrowly tailored remedies to address its anti-competition concerns.
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April 26, 2024
FTC's Bedoya Says Labor Concerns In Mergers Matter
Federal Trade Commissioner Alvaro Bedoya said Friday that it's important for enforcers to consider the impact mergers can have on labor, even if they never did in the past, contending that concentration can lead to lower wages and dangerous working conditions.
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April 26, 2024
Republic First Bank Fails In Biggest Bust Since 2023 Turmoil
Republic First Bank, a roughly $6 billion bank based in Philadelphia, was shuttered Friday by Pennsylvania state banking regulators and sold to Fulton Bank NA, capping off a prolonged decline that only worsened in the wake of last spring's regional bank failures.
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April 26, 2024
Storm Clouds Gather Over Delaware's Business Haven Rep
Storm clouds have closed around Delaware's often staid annual corporation law update, with one prominent firm publicly citing this week a perception that Delaware judges have adopted an "increasingly suspicious or negative tone" toward boards, management and the corporate bar, potentially jeopardizing the state's business haven status.
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April 26, 2024
L Catterton Buys Majority Stake In KIKO Milano At $1.5B Value
Private equity firm L Catterton said Friday it has agreed to buy a majority stake in the Percassi family's beauty brand KIKO Milano, in a deal steered by Italian law firms Bonelli Erede Lombardi Pappalardo and Gatti Pavesi Bianchi Ludovici, respectively, along with several additional consultants and financial advisers.
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April 26, 2024
Therapy Co. SPAC Investors To Settle Del., Ill. Merger Suits
An attorney for a blank-check company that took ATI Physical Therapy Inc. public told Delaware's Court of Chancery it has agreed to settle two proposed stockholder class actions in conjunction with pending federal class and derivative suits in the Northern District of Illinois.
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April 26, 2024
Wachtell Guides Apollo On $1.85B Deal For Minerals Co.
Wachtell Lipton Rosen & Katz-led Apollo Global Management has agreed to purchase Morrison Foerster LLP-advised U.S. Silica Holdings Inc. at a $1.85 billion enterprise value, the producer of commercial silica disclosed Friday, sending its stock soaring more than 20%.
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April 26, 2024
Kirkland Steers $5B US Bid For Latham-Led Cybersecurity Biz
British cybersecurity company Darktrace said Friday that it has agreed to accept a bid of approximately $5.3 billion to take it private from U.S. private equity firm Thoma Bravo, in a deal steered by Kirkland & Ellis LLP and Latham & Watkins LLP.
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April 26, 2024
Anglo American Snubs BHP's £31B Takeover Bid
Multinational miner Anglo American said Friday that it has rejected a £31.1 billion ($39 billion) takeover bid from its Australian heavyweight rival, BHP Group, saying the offer "significantly undervalues" the company and its prospects.
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April 25, 2024
McDermott Judge U-Turns, Says Some Investors Deserve Cert.
A Texas federal magistrate judge reversed his recommendation that investors be denied class certification in litigation over McDermott International's $6 billion merger with Chicago Bridge & Iron, saying a former CB&I shareholder class "should be certified now" and a putative McDermott stock purchaser class be created for subsequent consideration.
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April 25, 2024
Outlets Ask Fla. Court To Toss Trump's $1.5B Truth Social Suit
Several news outlets that were sued by Donald Trump's social media company over reports that it lost $73 million following a merger have urged a Florida state court to dismiss the lawsuit, saying defamation wasn't sufficiently alleged and the articles were substantially true.
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April 25, 2024
Zendesk Beats Shareholders' Suit Over $10B PE Takeover
Zendesk Inc. has defeated a securities class action in California federal court accusing the customer service software company of undervaluing itself to get a $10.2 billion go-private merger with private equity firms approved by Zendesk shareholders.
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April 25, 2024
FCC OKs $1.35B T-Mobile, Mint Deal With Unlocked Phones
The Federal Communications Commission on Thursday approved T-Mobile's $1.35 billion purchase of Ka'ena, the parent company of Hollywood actor Ryan Reynolds' wireless brand Mint Mobile, adopting as a condition for approval the carrier's commitment to more quickly "unlocking" its phones so they can be transferred between service providers.
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April 25, 2024
Chancery Seeks More Info About Bond In Truth Social Case
A Delaware vice chancellor said Thursday she needs more information from the sponsor of the blank-check company that took Donald Trump's Truth Social public about a bond it requested during litigation with some of the company's stockholders.
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April 25, 2024
Deals Rumor Mill: Paramount, Salesforce, ShipBob
Sony and Apollo Global Management may make a joint bid for Paramount Global, Salesforce Inc. has abandoned its effort to potentially buy data-management software company Informatica, and e-commerce fulfillment service provider ShipBob Inc. is readying an IPO. Here, Law360 breaks down these and other notable deal rumors from the past week.
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April 25, 2024
Standard General Claims Racial Bias By FCC In Tegna Deal
Hedge fund manager Soo Kim is suing the Federal Communications Commission and a cadre of media players over what he calls a racially charged conspiracy to block his fund's $8.6 billion purchase of media company Tegna, claiming the agency discriminated against him when it sidelined the deal last year.
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April 25, 2024
Antitrust Enforcers Warn FERC About Ownership Overlaps
The Federal Trade Commission and the U.S. Department of Justice warned energy regulators Thursday about competitive risks that can arise from investment firms that own stakes in multiple electric utilities, even if they don't have controlling interests.
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April 25, 2024
NC Hospital Leader Condemns FTC's Merger Block Bid
The chief of staff for a North Carolina hospital in the midst of a merger battle ripped the care facility's current owners Thursday in a show of support for new ownership, pleading for federal antitrust regulators to get out of the way lest they usher in "a year long death marked by suffering" for the hospital.
Expert Analysis
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Key Drivers Behind Widespread Adoption Of NAV Financing
While net asset value-based lending has existed for years, NAV lending has only started to move into the mainstream recently — likely due to difficult market conditions faced by sponsors including persistent inflation, high interest rates and a lack of exit opportunities, say Matthew Kerfoot and Jinyoung Joo at Proskauer.
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Series
The Pop Culture Docket: Judge Elrod On 'Jury Duty'
Though the mockumentary series “Jury Duty” features purposely outrageous characters, it offers a solemn lesson about the simple but brilliant design of the right to trial by jury, with an unwitting protagonist who even John Adams may have welcomed as an impartial foreperson, says Fifth Circuit Judge Jennifer Elrod.
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Keys To Robust AML Programs At Private Funds
Attorneys at Lowenstein Sandler explain why hedge funds, private equity funds and venture capital funds should develop risk-based anti-money laundering compliance programs despite not being subject to the Bank Secrecy Act, and offer tips on setting up a program similar to those implemented by financial institutions.
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4 Business-Building Strategies For Introvert Attorneys
Excerpt from Practical Guidance
Introverted lawyers can build client bases to rival their extroverted peers’ by adapting time-tested strategies for business development that can work for any personality — such as claiming a niche, networking for maximum impact, drawing on existing contacts and more, says Ronald Levine at Herrick Feinstein.
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Mass. Dispute Highlights R&W Insurance Considerations
The progression of the litigation in a Massachusetts state court between pH Beauty and its representations and warranties insurers to the summary judgment stage offers rare insight into coverage disputes that can arise under such policies, including takeaways for buyers and sellers looking to procure adequate coverage for future transactions, say attorneys at Hunton.
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Opinion
3 Ways Justices' Disclosure Defenses Miss The Ethical Point
The rule-bound interpretation of financial disclosures preferred by U.S. Supreme Court Justices Samuel Alito and Clarence Thomas — demonstrated in their respective statements defending their failure to disclose gifts from billionaires — show that they do not understand the ethical aspects of the public's concern, says Jim Moliterno at the Washington and Lee University School of Law.
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Caregiver Flexibility Is Crucial For Atty Engagement, Retention
As the battle for top talent continues post-pandemic, many firms are attempting to attract employees with progressive hybrid working environments — and supporting caregivers before, during and after an extended leave is a critically important way to retain top talent, says Manar Morales at The Diversity & Flexibility Alliance.
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Leveraged Finance Market May Rebound After Cruel Summer
It has been a challenging summer for the leveraged finance market due to the economic climate and tight credit conditions, but cooling inflation and signs of life in the syndicated loan market suggest brighter days ahead, say attorneys at Weil.
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FTC's Proposed HSR Changes Will Complicate Merger Filings
Attorneys at Mayer Brown explore the proposed sweeping revisions to Hart-Scott-Rodino Act premerger notification rules and what the change would mean for deal terms, including the increased cost, uncertainty and risk added to the process.
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In-Office Engagement Is Essential To Associate Development
As law firms develop return-to-office policies that allow hybrid work arrangements, they should incorporate the specific types of in-person engagement likely to help associates develop attributes common among successful firm leaders, says Liisa Thomas at Sheppard Mullin.
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Private Equity Dry Powder Will Likely Spur M&A Opportunities
Despite economic uncertainty and recent headwinds, pent-up dry powder left uninvested by private equity firms may translate into pressure to invest capital and maintain high returns, possibly leading to M&A growth in the second half of the year, say attorneys at Norton Rose.
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Terror Funding Suit Could Affect Inherited Jurisdiction In NY
Depending on how New York’s highest court answers two questions certified from the Second Circuit in a case litigating companies’ liability for terrorist attacks, foreign companies with no relevant New York contacts may be subject to suit in state courts by virtue of an asset purchase, say attorneys at Norton Rose.
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Perspectives
A Judge's Pitch To Revive The Jury Trial
Ohio state Judge Pierre Bergeron explains how the decline of the jury trial threatens public confidence in the judiciary and even democracy as a whole, and he offers ideas to restore this sacred right.
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Deal-Making Strategies To Explore Amid 2023's Uncertainties
Attorneys at White & Case delve into the evolving risks deal makers face in the remainder of 2023, detailing several approaches — such as activist simulations, stock-for-stock deals and divestitures — that may deliver value in an uncertain market.
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Opinion
Calif. Policymakers Should Aid Crashing Cannabis Market
As California’s cannabis sector nears the brink of financial collapse, it may be time for the state government to seriously consider potential bailout programs for the embattled industry — though the crisis also presents strategic buying opportunities for those with a high tolerance for uncertainty, says Michelle Mabugat at Greenberg Glusker.