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Mergers & Acquisitions
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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.
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April 25, 2024
UK Antitrust Arm Frontloads In-Depth Merger Probes
U.K. antitrust authorities finalized extensive changes Thursday to their in-depth merger probes, with an emphasis on frontloading the process for sooner — and more informal — talks with companies under investigation.
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April 25, 2024
T-Mobile, EQT Form Joint Venture To Acquire Fiber Biz
T-Mobile and private equity shop EQT on Thursday announced that they have entered into a joint venture, under which T-Mobile will invest $950 million at closing, to purchase fiber-to-the-home platform Lumos from one of EQT's previous infrastructure funds, in a deal built by at least three firms.
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April 25, 2024
Ex-Burns & Levinson Life Sciences Chair Joins Polsinelli
Polsinelli PC announced that the former life sciences co-chair at New England firm Burns & Levinson LLP has joined its Boston office as a shareholder.
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April 25, 2024
WWE Shareholders Combine Chancery TKO Merger Suits
Delaware's Court of Chancery will decide this summer whether teams led by Block & Leviton, Bernstein Litowitz or Robbins Geller will represent World Wrestling Entertainment Inc. stockholders in a consolidated class suit against founder Vincent McMahon and others over the company's $21 billion merger with the Endeavor Group.
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April 25, 2024
Kirkland Guides $2.7B PE Deal For Wealth Management Tech
U.S. private equity firm GTCR said Thursday it has agreed to buy AssetMark, a prominent wealth management technology platform, for approximately $2.7 billion, as the U.S. private equity firm moves to strengthen its presence in the sector.
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April 25, 2024
Wachtell Steers Perrigo In €275M Unit Sale To Pharma Biz
Healthcare company Perrigo said Thursday that it has agreed to sell its pharmaceutical division for rare diseases to pharmaceutical company Esteve Healthcare SL for €275 million ($295 million) in a deal guided by Wachtell Lipton Rosen & Katz and Clifford Chance LLP.
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April 25, 2024
Hipgnosis Ditches Blackstone Bid For Concord's $1.5B Offer
Hipgnosis Songs has accepted a revised offer from its U.S. competitor Concord Chorus to buy the music rights investor for $1.5 billion, ditching Blackstone's $1.2 billion offer just days after accepting the private equity giant's deal.
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April 25, 2024
BHP Bids £31B For Linklaters-Led Rival Miner Anglo American
BHP Group said Thursday that it has offered to buy out Anglo American in a transaction valuing the British multinational at £31.1 billion ($38.9 billion), as the Australian mining giant looks to bolster its commodities portfolio.
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April 24, 2024
Ex-Autonomy GC Tells Jurors He Wanted To Be 'Helpful' To HP
Autonomy's former U.S. general counsel conceded Wednesday in the criminal trial of former CEO Michael Lynch that he told an HP lawyer he wanted to be as "helpful" as possible to the company as it was investigating Autonomy-related issues that popped up after the Silicon Valley giant purchased the British company, and that he was told he could face liability for his work at Autonomy.
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April 24, 2024
Hedge Fund Says Credit Suisse Misled On Bonds' Health
U.S.-based hedge fund Appaloosa LP is accusing the former Credit Suisse in New Jersey federal court of misleading investors about its financial health before $17 billion of its bonds were wiped out in a merger with its Swiss competitor UBS.
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April 24, 2024
FCC OKs Detroit TV Deal — If Certain Conditions Are Met
The Federal Communications Commission approved the $75 million sale of a Michigan-based television station to Mission Broadcasting, but conditioned the sale on terms meant to ensure that Nexstar, the country's largest TV station group owner, does not have de facto control of the station.
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April 24, 2024
Nuclear Fuel Co. Investor Sues Over Hair-Trigger 'Poison Pill'
A Centrus Energy Corp. stockholder on Wednesday hit the company, as well as current and former directors, with a proposed class action in Delaware Chancery Court, challenging allegedly hair-trigger shareholder rights "poison pill" restrictions that activate anti-takeover measures based on a relatively low share ownership percentage.
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April 24, 2024
NGM Biopharma Investor Seeks Stock Appraisal In Del.
An NGM Biopharmaceuticals Inc. stockholder has sued for court appraisal of his stock in Delaware's Court of Chancery after the company closed on a $1.55 per share cash tender offer with an affiliate of venture fund The Column Group on Feb. 25.
Expert Analysis
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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.
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How To Protect Atty-Client Privilege While Using Generative AI
When using generative artificial intelligence tools, attorneys should consider several safeguards to avoid breaches or complications in attorney-client privilege, say Antonious Sadek and Christopher Campbell at DLA Piper.
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How New Lawyers Can Leverage Feedback For Growth
Embracing constructive criticism as a tool for success can help new lawyers accelerate their professional growth and law firms build a culture of continuous improvement, says Katie Aldrich at Fringe Professional Development.
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How Reps And Warranties Insurance Can Aid Sellers In M&A
Amid the current slowdown in the M&A climate, representation and warranty insurance offers sellers a number of advantages, including protection against fraud and possible leverage to insist on a no-seller-indemnity deal, say Alex Leibowitz and Eric Jesse at Lowenstein Sandler.