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Mergers & Acquisitions
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November 13, 2025
EngageSmart Deal 'Screams' Disclosure Failures, Atty Says
The record surrounding payment venture EngageSmart Inc.'s $4 billion take-private sale to affiliates of Vista Equity Partners LLC "screams" transparency shortfalls on the part of company directors and others, an attorney for stockholders who challenged the deal in Delaware's Court of Chancery told a vice chancellor on Thursday.
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November 13, 2025
Fenwick, WilmerHale Steer $285M Mersana Take-Private Deal
Pediatric cancer-focused biopharmaceutical company Day One Biopharmaceuticals, led by Fenwick & West LLP, announced plans Thursday to acquire clinical-stage biopharmaceutical company Mersana Therapeutics Inc., advised by WilmerHale, in a take-private deal worth up to $285 million.
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November 13, 2025
Wachtell-Led Pfizer Closes Metsera Deal Worth Up To $10B
Pfizer Inc. said Thursday that it has successfully completed its acquisition of Metsera Inc., securing the obesity drug developer after a tumultuous bidding war with Novo Nordisk and court fights that redirected the deal in Pfizer's favor.
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November 13, 2025
FTC Fails To Block Doctors' Testimony In $945M Merger Case
A D.C. federal judge refused Thursday to bar a pair of outside doctors and consultants from vouching for Edwards Lifesciences Corp.'s planned JenaValve Technology Inc. acquisition, preferring to let the Federal Trade Commission contest their testimony in cross-examination and saying from the bench that he'll "make some popcorn."
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November 13, 2025
Chaos Industries Secures $510M To Boost Defense Tech
Defense technology company Chaos Industries said Thursday it has raised $510 million in new funding led by Valor Equity Partners, with participation from existing backers 8VC and Accel, at a valuation of $4.5 billion.
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November 13, 2025
Virtua, Trinity Health Reach Deal Over $12M Legal Bill
Virtua Health Inc. has reached a deal to settle its claims that Trinity Health Corp. backed out of an agreement to cover $12 million in counsel fees and costs incurred in a legal fight with a rival healthcare system, according to a New Jersey federal court order dismissing the suit with prejudice.
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November 13, 2025
C3 AI Considers Sale After CEO Departs, Plus More Rumors
Artificial intelligence software provider C3 AI is exploring a sale after its founder and CEO stepped down earlier this year, British telecommunications provider SCG weighs a potential sale at a $1.07 billion valuation, and U.K.-based fintech company Iwoca is in talks about a sale that could value it at $1.34 billion.
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November 12, 2025
11th Circ. Grounds DOT's Delta, Aeromexico JV Split Order
The Eleventh Circuit Wednesday halted the U.S. Department of Transportation's order directing Delta Air Lines and Aeroméxico to scuttle their joint venture by Jan. 1, while the airlines pursue their petition asking the appellate court to void the government's order.
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November 12, 2025
Investor Accuses Cable Provider Of Unfair Buyout Proposal
A proposed buyout of cable operator WideOpenWest Inc. from its controlling shareholder is under fire in Colorado state court from an investor who claims the company's recent proxy statement fails to disclose the "troubling motivations and conflicts of interest" of WOW's executives and directors.
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November 12, 2025
Coinbase To Move To Texas, Citing 'Litigious' Delaware
Coinbase told the U.S. Securities and Exchange Commission on Wednesday that the cryptocurrency exchange is leaving Delaware to reincorporate in Texas, citing the "increasingly litigious environment in Delaware" and the Lone Star State's recently enacted laws that place numerous restrictions on shareholder suits and help shield executives from investor litigation.
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November 12, 2025
Del. Justices Mull Paramount Merger Doc Suit Revival
An attorney for Paramount Global urged Delaware's Supreme Court on Wednesday to adopt a "very bright-line rule" barring post-document-demand use of unverified reports and confidential news sources to support stockholder suits seeking access to corporate deal books and records.
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November 12, 2025
King & Spalding Helps Atlanta Land Pro Women's Soccer Club
Atlanta will become the latest city to claim its own National Women's Soccer League team with the award of a new franchise Tuesday to the sports empire helmed by Home Depot co-founder Arthur Blank, in a deal guided on the team's side by King & Spalding LLP.
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November 12, 2025
2 Firms Guide Baytex On $2.3B Sale Of Eagle Ford Assets
Vinson & Elkins LLP and Burnet Duckworth & Palmer LLP are advising Baytex Energy Corp. on its agreement to sell its U.S. subsidiary, Baytex Energy USA Inc., to an undisclosed buyer for about $2.3 billion, the company said Wednesday.
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November 12, 2025
Pine Gate Gets $800M+ DIP After Revising Rollup
A Texas bankruptcy judge signed an order authorizing solar energy developer Pine Gate Renewables to roll up about $800 million in debt as part of its postpetition funding, after declining an earlier proposal that would have rolled up $1.4 billion on an interim basis.
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November 12, 2025
Morgan Stanley, GSA Team Up On $1B Student Housing Deal
Morgan Stanley Real Estate Investing and Global Student Accommodation have completed the acquisition of a portfolio of eight student housing assets, in a transaction valued at more than $1 billion, the firms announced Wednesday.
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November 12, 2025
6 Firms Steer $1.8B Self-Driving Truck SPAC Merger
Swedish self-driving truck company Einride announced Wednesday it is planning to go public in the U.S. by merging with a special purpose acquisition company, in a $1.8 billion deal guided by six law firms.
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November 12, 2025
FTC Puts $3.6B Cabinetry Merger Under Microscope
The Federal Trade Commission has requested additional information from MasterBrand Inc. and American Woodmark Corp. about the planned $3.6 billion merger between the cabinet manufacturers, extending a waiting period that prevents the transaction from closing.
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November 12, 2025
Jones Day, Paul Hastings Guide $9.3B Filtration Group Deal
Parker-Hannifin Corp. has said it will acquire Filtration Group Corp. in a transaction valued at about $9.25 billion, expanding the industrial manufacturer's reach into recurring-revenue filtration systems used across industrial, life sciences and HVAC markets.
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November 12, 2025
Foley-Led AO Smith Buys Leonard Valve In $470M Deal
Water technology company A.O. Smith Corp., led by Foley & Lardner LLP, on Wednesday announced plans to buy Leonard Valve in a $470 million all-cash deal.
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November 12, 2025
Broker Cops To Trading On Stolen Morgan Stanley Merger Info
A stockbroker from New Jersey told a Manhattan federal judge Wednesday that he traded on secret merger information stolen by a friend from a Morgan Stanley executive assistant, pleading guilty to insider trading, obstruction and fraud charges.
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November 10, 2025
Law360 MVP Awards Go To Top Attorneys From 76 Firms
The attorneys chosen as Law360's 2025 MVPs have distinguished themselves from their peers by securing significant achievements in high-stakes litigation, complex global matters and record-breaking deals.
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November 10, 2025
GTCR's $627M Medical Coatings Acquisition Can Get Moving
GTCR BC Holdings LLC can continue with its plan to acquire the nation's leading medical coatings supplier and merge it with the nation's second leading provider while federal regulators challenge the transaction in-house, an Illinois federal judge said Monday, refusing to halt the deal.
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November 10, 2025
Accolade Wants 'Slip Of The Tongue' Investor Fraud Suit Axed
Accolade Inc. and its CEO have asked a New York federal judge to toss a suit alleging they made false statements about the healthcare company's profitability to prop up share prices before announcing plans to go private, saying the amended complaint is investors' "second attempt to plead a 'fraud' case based on an obvious slip of the tongue."
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November 10, 2025
RICO Defendant With $71M Verdict Warned Of Jail Time
A Texas federal judge told a man who is on the hook for a $71 million judgment after he ran a shakedown scheme against an investment management company that he had better hand over his financial records, saying Monday the alternative would include a trip to the local jail.
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November 10, 2025
FTC Dem Tells Justices Case Law Supports Her Reinstatement
Fired Federal Trade Commissioner Rebecca Slaughter has argued that in taking up her appeal over President Donald Trump's decision to remove her before her term was up, the U.S. Supreme Court is really mulling whether it has "gotten it wrong for the last 90 years."
Expert Analysis
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Series
Teaching Trial Advocacy Makes Us Better Lawyers
Teaching trial advocacy skills to other lawyers makes us better litigators because it makes us question our default methods, connect to young attorneys with new perspectives and focus on the needs of the real people at the heart of every trial, say Reuben Guttman, Veronica Finkelstein and Joleen Youngers.
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Series
Adapting To Private Practice: From Texas AUSA To BigLaw
As I learned when I transitioned from an assistant U.S. attorney to a BigLaw partner, the move from government to private practice is not without its hurdles, but it offers immense potential for growth and the opportunity to use highly transferable skills developed in public service, says Jeffery Vaden at Bracewell.
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Drafting M&A Docs After Delaware Corp. Law Amendments
Attorneys at Greenberg Traurig discuss how the March and June amendments to the Delaware General Corporation Law affect the drafting of corporate and M&A documents, including board resolutions, governing documents, and books and records demands.
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Advice For 1st-Gen Lawyers Entering The Legal Profession
Nikki Hurtado at The Ferraro Law Firm tells her story of being a first-generation lawyer and how others who begin their professional journeys without the benefit of playbooks handed down by relatives can turn this disadvantage into their greatest strength.
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FTC Focus: When Green Goals And Antitrust Law Collide
A recently concluded Federal Trade Commission investigation has turned an emissions deal involving major U.S. heavy-duty truck manufacturers that was brokered by the California Air Resources Board into a cautionary tale about the potential for environmental agreements to run afoul of competition rules, say attorneys at Proskauer.
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Structuring Noncompetes In License And Collaboration Deals
As companies grappling with coming patent cliffs look to mergers and acquisitions to compensate, contracting parties assessing biopharma license and collaboration agreements should prepare to agree on noncompetes that ensure the parties' respective objectives are met and that their incentives are aligned, both under their collaboration and beyond, says Jeff Jay at Freshfields.
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Series
Coaching Cheerleading Makes Me A Better Lawyer
At first glance, cheerleading and litigation may seem like worlds apart, but both require precision, adaptability, leadership and the ability to stay composed under pressure — all of which have sharpened how I approach my work in the emotionally complex world of mass torts and personal injury, says Rashanda Bruce at Robins Kaplan.
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Series
Law School's Missed Lessons: How To Make A Deal
Preparing lawyers for the nuances of a transactional practice is not a strong suit for most law schools, but, in practice, there are six principles that can help young M&A lawyers become seasoned, trusted deal advisers, says Chuck Morton at Venable.
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Annual Report Shows CFIUS Extending Its Reach In 2024
The recently released 2024 annual report from the Committee on Foreign Investment in the United States reveals record civil penalties and enhanced internal capabilities, illustrating expanding jurisdiction and an increasing appetite for enforcement actions, says Nathan Fisher at StoneTurn.
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From Clerkship To Law Firm: 5 Transition Tips For Associates
Excerpt from Practical Guidance
Transitioning from a judicial clerkship to an associate position at a law firm may seem daunting, but by using knowledge gained while clerking, being mindful of key differences and taking advantage of professional development opportunities, these attorneys can flourish in private practice, say attorneys at Lowenstein Sandler.
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Cybersecurity Risks Can Lurk In Gov't Contractor Acquisitions
The Justice Department’s recent False Claims Act enforcement activity against Raytheon and Nightwing-related defense contractors demonstrates the importance of identifying and mitigating potential cybersecurity compliance risks when acquiring a company that contracts with the federal government, say attorneys at Foley & Lardner.
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Associates Can Earn Credibility By Investing In Relationships
As the class of 2025 prepares to join law firms this fall, new associates must adapt to office dynamics and establish credible reputations — which require quiet, consistent relationship-building skills as much as legal acumen, says Kyle Forges at Bast Amron.
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Lessons From 7th Circ.'s Deleted Chat Sanctions Ruling
The Seventh Circuit’s recent decision in Pable v. Chicago Transit Authority, affirming the dismissal of an ex-employee’s retaliation claims, highlights the importance of properly handling the preservation of ephemeral messages and clarifies key sanctions issues, says Philip Favro at Favro Law.
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Opinion
Aviation Watch: Liability Lessons From 737 Max Blowout
The National Transportation Safety Board's recently released report on the 2024 door plug blowout on board a Boeing 737 Max airliner helps illuminate how a company's strategic mistakes can lead to flawed decision-making and supply chain oversight failures, ultimately increasing regulatory and legal exposure, says Alan Hoffman, a retired attorney and aviation expert.
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Opinion
Sometimes Int'l Competition Should Trump Antitrust Concerns
The U.S. Justice Department's approval of HPE's $14 billion acquisition of Juniper Networks shows that a merger that significantly enhances innovation and competitiveness may serve consumer and national interests despite marginally increasing industry concentration, says John Reeves at Reeves Law.