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Mergers & Acquisitions
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April 16, 2024
Barnes & Noble Education Reaches Deals To Reduce Debt
Paul Hastings LLP-advised Barnes & Noble Education Inc., which provides solutions for the education industry, on Tuesday announced that it has entered into various agreements meant to significantly strengthen its long-term financial position and reduce its debt, allowing the company to continue investing in education innovation.
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April 16, 2024
Amundi, Victory Capital Ink Strategic Partnership Agreement
France's Amundi will merge its Amundi US unit with Texas-based Victory Capital in exchange for a 26.1% stake in the latter firm, in a deal that would bolster Amundi's U.S. presence while expanding Victory's worldwide distribution channels, the asset managers said Tuesday.
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April 16, 2024
McDermott Hires 2 Partners For Global Tax Practice In Paris
McDermott Will & Emery is expanding its global tax practice group with two partners in Paris who have a track record of advising on cross-border mergers and acquisitions and tax controversies before France's tax authority, the firm announced.
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April 16, 2024
Activist Axes $3.6B SilverBow Merger Plan Amid Proxy Fight
New York-based asset manager Kimmeridge said Tuesday it has scrapped its March offer to create a $3.6 billion Eagle Ford shale operator by combining the assets of Kimmeridge Texas Gas with those of shale driller SilverBow Resources, stating it will now focus on getting its three nominees elected to SilverBow's board.
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April 16, 2024
Latham Adds 2 Simpson Thacher Attys To Its NY Office
Latham & Watkins LLP has added two attorneys from Simpson Thacher & Bartlett LLP for its New York office, one of whom joins as co-chair of its global hybrid capital practice.
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April 16, 2024
International Paper Co. To Buy UK Rival DS Smith For £5.8B
International Paper Co. said on Tuesday that it has agreed to acquire packaging provider DS Smith PLC in an all-share deal valuing the U.K. group at £5.8 billion ($7.2 billion), after fighting off a competing bid by Mondi PLC.
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April 16, 2024
HSF-Guided Hostmore To Buy TGI Fridays For £177M
British restaurant group Hostmore said Tuesday that it has agreed to acquire the American-themed casual dining business TGI Fridays for an enterprise value of £177 million ($220 million) in a deal guided by Herbert Smith Freehills LLP and Ropes & Gray LLP.
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April 15, 2024
Ex-Autonomy Exec Testifies To Handshake Deals, Backdating
Autonomy's former U.S. head of sales testified for the prosecution Monday in the criminal fraud trial of founder Michael Lynch, saying he boosted sales figures via "quid pro quo" handshake deals with customers, created pretextual emails to cover his tracks and even backdated a deal to meet revenue targets.
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April 15, 2024
Trump Media Files To Register More Shares For Potential Sale
The newly public owner of former President Trump's social media platform Truth Social filed paperwork on Monday to issue an additional 21.5 million shares and register for resale about 146 million existing shares, including a large stake owned by Trump.
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April 15, 2024
Caterpillar Dealer Calls Keep Antitrust Claims Alive Amid Trial
A Delaware federal judge doubled down Monday on his critique of arguments by Caterpillar Inc., which asked to toss antitrust and hub-and-spoke conspiracy claims from an importer that sought to disrupt the machinery industry before it went belly up.
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April 15, 2024
Solar Power Co. Accuses Ex-Insider Of Building, Selling Rival
Delaware-chartered solar energy venture Volt Energy Utility LLC has sued a former top officer in Chancery Court, alleging that while employed by Volt, she secretly launched a competing company, contacted Volt's lenders and customers and then sold the new business to a wholly owned subsidiary of Tokyo Gas Co. Ltd. for $216 million.
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April 15, 2024
Years After Args, 7th Circ. Continues Mootness Fee Attack
A Seventh Circuit panel said Monday that a Chicago federal judge improperly barred a class action objector from intervening in a suit involving controversial "mootness fees" the appellate court has long criticized, saying he failed to articulate a valid legal reason for doing so.
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April 15, 2024
Canadian Supplement Co.'s Sale Hits Ch. 15 Snag In Del.
A Delaware bankruptcy judge appeared skeptical Monday that an American judge can weigh in on a dispute over rights to Canadian assets, as counsel for a troubled nutritional supplement supplier based in Canada argued for U.S. recognition of a sale order from an insolvency court in its home country.
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April 15, 2024
Youth Sports Investment Group Bags Soccer, Baseball Cos.
Unrivaled Sports, a youth sports-focused investment group led by the owner of the NFL's Washington Commanders, NBA's Philadelphia 76ers and NHL's New Jersey Devils, is quickly building its portfolio since launching last month, with two acquisitions announced Monday and last week.
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April 15, 2024
Cleary Gottlieb Guides APi's $570M Elevator Repair Co. Buy
Cleary Gottlieb Steen & Hamilton LLP-represented APi Group, which owns contracting businesses serving industries like energy and construction, announced Monday that it has bought an elevator maintenance company in a $570 million cash deal.
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April 15, 2024
Catching Up With Delaware's Chancery Court
Last week, Delaware justices mulled whether one Chancery Court vice chancellor properly voided four company bylaws — just as another vice chancellor voided one more. Fights among Truth Social investors continued, and shareholders launched new cases involving Macy's, United Airlines, and Clayton Dubilier & Rice LLC and Stone Point Capital LLC.
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April 15, 2024
Endeavor Group's $13B Take-Private Deal Challenged In Del.
A Swedish bank has sued to block a $13 billion take-private sale of sports and entertainment conglomerate Endeavor Group Holdings Inc., branding the deal a prohibited minority stockholder squeeze-out tilted heavily toward large investors and insiders, including controller and global private equity firm Silver Lake.
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April 15, 2024
Freshfields Picks Up Covington M&A Pro In Silicon Valley
Freshfields Bruckhaus Deringer LLP is growing its corporate practice, bringing in a Covington & Burling LLP mergers and acquisitions expert as a partner in its Silicon Valley office, the firm said Monday.
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April 15, 2024
Bond Co. Asks For Life-Saving Pause On $811M Fine
Immigration bonding company Libre by Nexus Inc. has begged a Virginia federal court for more time to pay an $811 million judgment for predatory bonding practices, saying it would collapse if forced to pay before it can execute its transfer to a new owner.
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April 15, 2024
Clearlake Increases Blackbaud Takeover Bid To $4.3B
Private equity shop Clearlake Capital has upped its offer to purchase Blackbaud Inc. by roughly $500 million — bringing its proposal to around $4.3 billion — after the cloud computing software company rejected its previous buyout bid, with the firm saying the take-private deal would be the "clearest path" to maximizing shareholder value.
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April 15, 2024
EQT To Swap $500M Of Gas Assets As Part Of Divestiture Plan
EQT Corp. and Equinor said Monday that they have agreed to an asset swap arrangement that will include Equinor paying $500 million in cash for a minority stake in EQT's nonoperated natural gas assets in Northeast Pennsylvania, part of a broader EQT strategy to divest assets and reduce debt ahead of its planned close of an energy mega-deal.
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April 15, 2024
Simpson Thacher, Willkie Build $1.4B Sale Of Snap One
Willkie Farr & Gallagher LLP-advised Resideo Technologies Inc. on Monday announced plans to buy smart-living products provider Snap One Holdings Corp., led by Simpson Thacher & Bartlett LLP, for $1.4 billion, which will be supported by a $500 million investment from private equity giant Clayton Dubilier & Rice LLC.
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April 15, 2024
Italian Cable Giant Prysmian Buying Encore Wire For $4.2B
Milan-based electric cabling manufacturer Prysmian said Monday it has agreed to purchase McKinney, Texas-based Encore Wire in a transaction with an approximately $4.2 billion enterprise value.
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April 15, 2024
Irish Nutrition Biz Agrees To Buy US Peer For Up To $355M
Glanbia PLC said Monday it has agreed to buy the U.S.-based "complementary" flavor manufacturer Flavor Producers LLC for an initial $300 million, as the sports nutrition product maker looks to tap into a growing market for organic-sourced tastes.
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April 15, 2024
BNP Paribas Buys 9% Stake In Insurer Ageas For €730M
French banking giant BNP Paribas said Monday that its insurance subsidiary has agreed to acquire a 9% stake in Belgian multinational insurer Ageas for approximately €730 million ($777 million) from Chinese conglomerate Fosun Group.
Expert Analysis
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Opinion
Newman Suspension Shows Need For Judicial Reform
The recent suspension of U.S. Circuit Judge Pauline Newman following her alleged refusal to participate in a disability inquiry reveals the need for judicial misconduct reforms to ensure that judges step down when they can no longer serve effectively, says Aliza Shatzman at The Legal Accountability Project.
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Practicing Under DOJ 'Safe Harbor' Policy For M&As
The U.S. Justice Department's recently announced safe harbor policy for mergers and acquisitions offers greater specificity and predictability for acquiring companies that need time to self-report violations, but it's important to remember that the new window is not endless, say attorneys at Simpson Thacher.
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SEC's Life Sciences Actions Utilize Novel Tools And Theories
Recent enforcement actions show that the U.S. Securities and Exchange Commission is employing new forms of data analytics and noteworthy applications of insider trading laws in its scrutiny of fraud within the life sciences and health industries, say Edward Imperatore and Jina Choi at MoFo.
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How And Why Your Firm Should Implement Fixed-Fee Billing
Amid rising burnout in the legal industry and client efforts to curtail spending, pivoting to a fixed-fee billing model may improve client-attorney relationships and offer lawyers financial, logistical and stress relief — while still maintaining profit margins, say Kevin Henderson and Eric Pacifici at SMB Law Group.
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Opinion
SEC Actions Against Musk Are Constitutionally Defective
The U.S. Securities and Exchange Commission's recent subpoena enforcement action against Elon Musk may be constitutionally and statutorily deficient — and the commission staff who issued the subpoenas and the action may have been unconstitutionally appointed, say Alex Lipman at Lipman Law and Justin Weddle at Weddle Law.
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Series
Conn. Banking Brief: The Notable Compliance Updates In Q3
The most notable legal changes affecting Connecticut financial institutions in the third quarter of 2023 included increased regulatory protections for consumers, an expansion of state financial assistance for underserved communities, and a panoply of tweaks to existing laws, says Brian Rich at Barclay Damon.
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Opinion
Judicial Independence Needs Defense Amid Political Threats
Amid recent and historic challenges to the judiciary from political forces, safeguarding judicial independence and maintaining the integrity of the legal system is increasingly urgent, says Robert Peck at the Center for Constitutional Litigation.
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How Law Firms Can Use Account-Based Marketing Strategies
Amid several evolving legal industry trends, account-based marketing can help law firms uncover additional revenue-generating opportunities with existing clients, with key considerations ranging from data analytics to relationship building, say Jennifer Ramsey at stage LLC and consultant Gina Sponzilli.
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Strategic Succession Planning At Law Firms Is Crucial
Senior partners' reluctance to retire, the rise of the nonequity partner tier and generational differences in expectations are all contributing to an increasing number of departures from BigLaw, making it imperative for firms to encourage retirement among senior ranks and provide clearer leadership pathways to junior attorneys, says Laura Leopard at Leopard Solutions.
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The Impact Of Proposed HSR Form Changes On Agency Staff
The Federal Trade Commission's recent proposed changes to the Hart-Scott-Rodino Notification and Report Form will have the unintended effect of drastically increasing the burden on agency staff without an appreciable increase in their ability to detect potentially anti-competitive transactions, say Amanda Wait and Andrew Eklund at Norton Rose.
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FTC's Health Co. Suit Indicates Agency's Private Equity Focus
The Federal Trade Commission's latest lawsuit against an anesthesia company and its private equity investor highlights the agency's willingness to regulate the health care industry even when relevant acquisitions are relatively dated or when the controlling entity's economic interest is under 50%, say attorneys at Simpson Thacher.
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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.