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Mergers & Acquisitions
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May 13, 2024
Chancery Scuttles Unfair Pirate Ship Salvage Co. Merger
Finding the deal "wholly devoid" of attempts at fairness, a Delaware vice chancellor has ordered the unwinding of a 2018 pirate treasure hunting and salvage company merger with an asset-holding affiliate, while also finding that delay and fading evidence have scuttled minority investor fiduciary breach claims.
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May 13, 2024
Catching Up With Delaware's Chancery Court
Sunken treasure, recycled plastics, questionable denim and dog food all made appearances in Chancery Court dockets last week, along with developments in cases involving Qualcomm, Tesla Inc., and Truth Social. In case you missed it, here's the latest from Delaware's Chancery Court.
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May 13, 2024
Paul Weiss Adds Former Kirkland M&A Atty As Partner
Paul Weiss Rifkind Wharton & Garrison LLP said Monday that the firm has hired a former Kirkland & Ellis LLP mergers and acquisitions partner as a partner in its own M&A practice in New York.
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May 13, 2024
Car Paint Biz Buys Industry Peer In Up To $295M Deal
Philadelphia-based coatings company Axalta Coating Systems on Monday unveiled plans to buy The CoverFlexx Group, which makes and sells coatings for automotive refinishing, from BakerHostetler-led Transtar Holding Co. for up to $295 million.
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May 13, 2024
Anglo American Rebuffs Improved £34B BHP Takeover Offer
British miner Anglo American PLC said Monday that it has rejected a revised £34 billion ($42.7 billion) takeover bid by Australian heavyweight rival BHP Group Ltd., saying that the increased offer "significantly undervalues" the company.
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May 13, 2024
Simpson Thacher-Led EQT Bids $1.5B For Wind Energy Biz
European private equity giant EQT said Monday that it has offered to acquire wind energy developer OX2 for approximately 16.35 million Swedish krona ($1.5 billion) in a deal guided by Simpson Thacher & Bartlett LLP, Gernandt & Danielsson and Vinge KB.
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May 13, 2024
Skadden Guides Squarespace On $6.9B Go-Private Deal
Squarespace Inc. said Monday it has agreed to a $6.9 billion buyout by private equity firm Permira, with Skadden Arps Slate Meagher & Flom LLP serving as lead counsel to the website building company and at least six additional firms guiding the various parties.
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May 13, 2024
Justices Won't Review Ch. 11 Stay In Asbestos Cases
The U.S. Supreme Court won't review lower courts' decisions allowing the paper-products company Georgia-Pacific to remain shielded from mass tort litigation by way of a subsidiary's Chapter 11 case.
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May 13, 2024
Biz Adviser FRP Buys UK Risk Manager For £8.4M
FRP Advisory said on Monday that it has bought commercial finance and risk manager Hilton-Baird for approximately £8.4 million ($10.5 million) in a cash and shares transaction, as the U.K. business consultancy eyes greater European expansion.
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May 13, 2024
French Retailer Casino Sells 10.15% Stake In Renewables Biz
French retail chain Casino said on Monday that it has sold its 10.15% remaining stake in renewables company GreenYellow SAS for €46 million ($50 million) to Ardian, a private equity company, and state-backed investment bank Bpifrance.
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May 13, 2024
BetCity Says €850M Buyout Was Good Value Despite Inquiries
The former owners of online sports betting operator BetCity admit that they breached some of the terms from Entain's €850 million ($920 million) buyout, but have argued that the gambling giant knew of the investigations and failed to seek a better deal.
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May 10, 2024
EV Startup Says California Settlement Covers Stockholder Suit
Backers of a transaction that took electric vehicle startup Faraday Future Intelligent Electric Inc. public with a $1 billion value in 2021 have asked Delaware's Court of Chancery to block discovery in a stockholder challenge to the deal, citing pending settlement of a similar federal action in California.
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May 10, 2024
Everton Accepts Two-Point Penalty Over Financial Breaches
Everton Football Club said Friday it will not fight the decision by the Premier League Independent Commission to impose a two-point deduction for its violation of the league's rules regarding financial viability, as the team faces a potential sale.
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May 10, 2024
Guess? Sued To Stop Founders' Alleged Pending Equity Grab
A pension fund stockholder of Guess? Inc. has sued the company, its founders, and its board in Delaware's Court of Chancery, alleging "a covert attempt to strip the company's public stockholders of their contractual right to equal treatment" in connection with a merger or sale of Guess.
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May 10, 2024
Altman's Nuclear Fission Biz Fizzles After SPAC Deal Closes
Shares of Oklo Inc., a nuclear-fission startup backed by OpenAI CEO Sam Altman, were down nearly 50% on Friday, the company's first day of trading after completing its merger with Altman's special-purpose acquisition company AltC Acquisition Corp.
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May 10, 2024
UK Opens Probe Into Thermo Fisher's $3.1B Olink Buy
Britain's competition watchdog said it is opening an inquiry into Thermo Fisher's $3.1 billion bid to buy Swedish biotech firm Olink Holding AB over competition concerns, according to an official notice issued Friday.
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May 10, 2024
Ex-Pillsbury Communications Leader Joins Dickinson Wright
Dickinson Wright PLLC announced that a longtime Pillsbury Winthrop Shaw Pittman LLP attorney who previously served as chair of the firm's communications practice has joined its Washington, D.C., office as a member.
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May 10, 2024
Digital Platform Xtribe To Go Public Via $141M SPAC Merger
Technology-driven marketplace company Xtribe PLC, advised by Cozen O'Connor PC, has announced plans to go public via a merger with Haynes and Boone LLP-led special-purpose acquisition company WinVest Acquisition Corp. in a deal that values Xtribe at an implied equity value of $141 million.
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May 10, 2024
2 Firms Guide United Bankshares On $267M Piedmont Buy
Bowles Rice LLP and Sullivan & Cromwell LLP are representing United Bankshares Inc. on a $267 million agreement to buy Georgia-based Piedmont Bancorp Inc., which the lenders disclosed Friday and said marks United's 34th acquisition.
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May 10, 2024
Climate Control Co. Favors Apollo-Backed €392M Buyout Bid
European climate control specialist Purmo said on Friday its board intends to recommend its purchase by a special purpose vehicle indirectly owned by U.S. private equity giant Apollo Global Management and Rettig, a Finnish investment company, for approximately €392 million ($422 million or £337.5 million).
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May 10, 2024
Sanofi, Novavax Sign $1.2B Deal For One-Shot COVID, Flu Jab
Sanofi and U.S. vaccine developer Novavax Inc. said on Friday that the French pharmaceutical company has bought a co-exclusive licensing agreement worth up to $1.2 billion, part of a collaboration to create a combined global COVID-19 and influenza shot.
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May 09, 2024
FTC Says Handbag Cos. Have Info Needed To Defend $8B Deal
The Federal Trade Commission assailed Tapestry and Capri on Wednesday for demanding more details on the market allegedly threatened by their planned $8.5 billion merger, which would pair the parent company of Coach and Kate Spade with that of Versace and Michael Kors, arguing the firms have the information they need.
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May 09, 2024
Ex-Minor Leaguer Settles With SEC Over Del Taco Deal Tip Off
A former minor league baseball player has agreed to pay more than $58,000 to resolve U.S. Securities and Exchange Commission insider trading allegations involving burger chain Jack in the Box's $575 million acquisition of its fellow chain Del Taco.
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May 09, 2024
Skadden-Led Firm Nets $250M In May's Second SPAC Listing
GP-Act III Acquisition Corp., a Skadden-led special-purpose acquisition company backed by multiple private investment firms, began trading on Thursday after completing a $250 million initial public offering, marking the second SPAC listing this month in an otherwise battered market.
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May 09, 2024
Policies Bar Origis Investor Suit Coverage, Del. Judge Finds
A Delaware Superior Court judge dismissed most insurers from a renewable energy company and its now-former CEO's action seeking coverage for an underlying investor suit over devalued shares, saying Thursday that a "no action" clause in one set of policies and a prior acts exclusion in another preclude coverage.
Expert Analysis
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7 Enforcement Predictions For US Export Controls, Sanctions
Federal agencies' assertions of coming increases in export-control and sanctions-violations enforcement are not new, but recent improvements in resources and inter-agency cooperation allow for certain predictions about how the administration’s latest approach to enforcement may be applied going forward, say attorneys at Akin.
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8 Ways To Negotiate Improved Disgorgement Outcomes
The U.S. Securities and Exchange Commission's nearly $3.4 billion collected in disgorgements in 2023 shows that substantial disgorgement claims from regulators and law enforcement are the new norm, but corporations may be able to dramatically reduce what they owe by using eight strategies to argue for reduced net profit calculations, say experts at AlixPartners.
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Series
The Pop Culture Docket: Judge D'Emic On Moby Grape
The 1968 Moby Grape song "Murder in My Heart for the Judge" tells the tale of a fictional defendant treated with scorn by the judge, illustrating how much the legal system has evolved in the past 50 years, largely due to problem-solving courts and the principles of procedural justice, says Kings County Supreme Court Administrative Judge Matthew D'Emic.
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What Banks Should Know About FDIC Assessment Rule
Max Bonici at Venable answers questions banking organizations may have about the Federal Deposit Insurance Corp.'s recent approval of a rule implementing a special assessment on banks to recoup costs associated with protecting uninsured depositors after the bank failures earlier this year, and highlights other considerations for uninsured deposits.
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Series
Performing Music Makes Me A Better Lawyer
The discipline of performing live music has directly and positively influenced my effectiveness as a litigator — serving as a reminder that practice, intuition and team building are all important elements of a successful law practice, says Jeff Wakolbinger at Bryan Cave.
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EU Rejection Of Booking.com Deal Veers From Past Practice
The European Commission's recent prohibition of Booking's purchase of Etraveli based on ecosystem theories of harm reveals a lower bar for prohibiting nonhorizontal mergers, and may mean increased merger scrutiny for companies with entrenched market positions in digital markets, say lawyers at Linklaters.
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Breaking Down High Court's New Code Of Conduct
The U.S. Supreme Court recently adopted its first-ever code of conduct, and counsel will need to work closely with clients in navigating its provisions, from gift-giving to recusal bids, say Phillip Gordon and Mateo Forero at Holtzman Vogel.
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Mitigating Antitrust Risk Amid Increased Dealmaking Scrutiny
While deals continue to get done despite 60% of significant merger investigations in the U.S. last year concluding with a complaint or abandoned transaction, private equity firms should identify and assess potential antitrust risks and develop strategies to mitigate them early in the deal process, say attorneys at Dechert.
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Opinion
Legal Profession Gender Parity Requires Equal Parental Leave
To truly foster equity in the legal profession and to promote attorney retention, workplaces need to better support all parents, regardless of gender — starting by offering equal and robust parental leave to both birthing and non-birthing parents, says Ali Spindler at Irwin Fritchie.
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Opinion
Activist Short-Sellers Are The Dark Knights Of Wall Street
While so-called activist short-sellers have been subject to increased scrutiny in recent years, these investors work in the shadows like Batman to expose fraud on Wall Street, often generating leads that may move regulators to take action, say attorneys at Labaton Sucharow.
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Series
Writing Thriller Novels Makes Me A Better Lawyer
Authoring several thriller novels has enriched my work by providing a fresh perspective on my privacy practice, expanding my knowledge, and keeping me alert to the next wave of issues in an increasingly complex space — a reminder to all lawyers that extracurricular activities can help sharpen professional instincts, says Reece Hirsch at Morgan Lewis.
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What Lawyers Must Know About Calif. State Bar's AI Guidance
Initial recommendations from the State Bar of California regarding use of generative artificial intelligence by lawyers have the potential to become a useful set of guidelines in the industry, covering confidentiality, supervision and training, communications, discrimination and more, say attorneys at Debevoise.
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Industry Must Elevate Native American Women Attys' Stories
The American Bar Association's recent research study into Native American women attorneys' experiences in the legal industry reveals the glacial pace of progress, and should inform efforts to amplify Native voices in the field, says Mary Smith, president of the ABA.
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Understanding Discovery Obligations In Era Of Generative AI
Excerpt from Practical Guidance
Attorneys and businesses must adapt to the unique discovery challenges presented by generative artificial intelligence, such as chatbot content and prompts, while upholding the principles of fairness, transparency and compliance with legal obligations in federal civil litigation, say attorneys at King & Spalding.
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The Case For Post-Bar Clerk Training Programs At Law Firms
In today's competitive legal hiring market, an intentionally designed training program for law school graduates awaiting bar admission can be an effective way of creating a pipeline of qualified candidates, says Brent Daub at Gilson Daub.