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Mergers & Acquisitions
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May 03, 2024
Tech Security Firm Founder Sues Buyer For Legal Fees In Del.
The founder of security and information technology service venture Counter Threat Solutions sued the company that acquired it for legal fee advancement in Delaware's Court of Chancery, after accusing the buyer in a Delaware Superior Court suit of fabricating post-closing indemnity claims and refusing to honor payment terms.
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May 03, 2024
Debevoise, Davis Polk Guide Windstream, Uniti Merger
Uniti Group Inc., advised by Davis Polk & Wardwell LLP, on Friday unveiled plans to merge with Debevoise & Plimpton LLP-led telephone service company Windstream Holdings II LLC in a deal that includes a $425 million cash component, $575 million in preferred equity and a minority share in common equity of the combined company.
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May 03, 2024
SEC Fines Trump Media's Audit Firm For 'Massive Fraud'
The U.S. Securities and Exchange Commission said on Friday that it has fined and permanently suspended the public accounting firm of former President Donald Trump's social media company for allegedly running a "sham auditing mill" by failing to meet industry standards in reviewing the financial statements of hundreds of clients.
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May 03, 2024
Exxon Closes $60B Pioneer Purchase After FTC Agreement
Exxon Mobil Corp. said Friday that it has closed its $60 billion acquisition of Pioneer Natural Resources, one day after the Federal Trade Commission gave the oil giant a conditional green light to move ahead with the deal.
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May 03, 2024
US Investors Make $835M Offer For Swedish Legal Info Biz
The board of Swedish professional information services provider Karnov Group said Friday that it is backing a 9.06 billion Swedish kronor ($835 million) takeover offer from U.S. investment firms Greenoaks Capital Partners LLC and Long Path Partners LP.
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May 02, 2024
Whistleblower Claims Would 'Destroy' Autonomy, GC Was Told
Autonomy's former U.S. general counsel testified Thursday in the criminal fraud trial of former CEO Michael Lynch that the company's chief operating officer didn't want a whistleblower's claims to get into court, telling him that while the "law" was on their side, "the facts look bad" and would "destroy Autonomy."
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May 02, 2024
DOJ Wants More Info On Controversial US Steel-Nippon Deal
U.S. Steel revealed Thursday it has received a second request for information from the U.S. Department of Justice about its controversial plan to be sold to Japan's Nippon Steel Corp., but it said the deal is on track to be completed in the second half of this year.
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May 02, 2024
Masimo Hit With Derivative Suit Over Audio Co. Acquisition
The top brass at medical device company Masimo Corp. has been hit with a shareholder derivative action claiming they harmed the company and "confused" investors by pushing through a $1 billion acquisition of an audio equipment company, allegedly causing a steep drop in stock prices and a $5.1 billion market capitalization loss.
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May 02, 2024
Latham, Skadden Grab Spotlight As Large IPOs Surge In April
Latham & Watkins LLP guided five initial public offerings in April, while Skadden Arps Slate Meagher & Flom LLP advised the company bringing to market the largest IPO of 2024, concluding the busiest month for new listings year to date.
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May 02, 2024
Lawmaker Wants Antitrust Probe Of Health Insurance Data Co.
Sen. Amy Klobuchar, D-Minn., is calling for antitrust enforcers to investigate concerns that MultiPlan and other healthcare data companies are hurting competition by helping health insurers effectively collude when making pricing decisions.
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May 02, 2024
House Seeks FTC Info On Scuttled Amazon-IRobot Deal
The Republican-controlled House Committee on Oversight and Accountability is launching an investigation into the Federal Trade Commission's purported efforts to block Amazon's purchase of iRobot, according to a Wednesday letter from Rep. James Comer, R-Ky.
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May 02, 2024
FTC's Designer Fashion Deal Challenge Gets Sept. Hearing
A New York federal court has scheduled a September hearing for the Federal Trade Commission's request to block luxury fashion holding company Tapestry Inc.'s planned $8.5 billion purchase of Capri Holdings Ltd., a deal that would bring together the Coach, Kate Spade and Michael Kors brands.
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May 02, 2024
Microsoft, Activision Seek Del. Court Patch For $68.7B Sale
Microsoft Corp. and Activision Blizzard petitioned Delaware's Court of Chancery on Thursday for an order validating Activision's already closed but officially "defective" $68.7 billion sale agreement, arguing that the court pointed the two companies to a "solution for missteps in Delaware's General Corporation Law.
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May 02, 2024
ADM Investor Says Brass Misled About Growth, SEC Probe
The current and former top brass of food processing company Archer-Daniels-Midland were hit with a derivative suit in Delaware federal court alleging they provided false information to investors about the company's growth and failed to disclose a U.S. Securities and Exchange Commission's investigation into its nutrition business.
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May 02, 2024
Activist Files New Proxy Fight In REIT Takeover Attempt
Activist investor Blackwells Capital LLC continued its campaign against hospitality executive Monty J. Bennett by separately urging shareholders of Braemar Hotels & Resorts Inc. and an advisory firm that Bennett controls to approve a board shake-up during upcoming annual meetings.
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May 02, 2024
Conn. Gaming Co., Bingo Supplier Settle Soured Deal Suit
A Connecticut gaming company and the bingo products supplier it accused of withholding assets it had promised to sell in a $1.2 million acquisition agreement settled their dispute the day before they began jury selection, according to a new notice filed in federal court.
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May 02, 2024
Investors Not Entitled To Info, Sequel Youth Tells Chancery
A once-thriving chain of youth treatment facilities that came under scrutiny after a private equity firm bought it in 2017 urged Delaware's Court of Chancery on Thursday to toss a lawsuit from two former executives who demanded financial information about their "eviscerated" investments, arguing that the company didn't have to provide it.
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May 02, 2024
Immigrant Bond Co. Buyer Wants In On $811M Fine Appeal
Libre Immigration Services has moved to intervene at the Fourth Circuit to fight an $811 million judgment against companies it recently acquired that the Consumer Financial Protection Bureau sued over abusive immigrant bonding practices.
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May 02, 2024
Door Maker Asks To Undo Landmark Divestiture Order
Door maker Jeld-Wen has asked a Virginia federal court to dismiss an order in a private merger challenge requiring it to sell a manufacturing plant, saying the landscape has changed since the landmark 2018 ruling.
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May 02, 2024
Plastic-Film Maker Announces $200M Recapitalization
Plastic-film maker Transcendia Holdings announced Thursday that it had reached a recapitalization deal that will cut $200 million in debt, provide $114 million in new capital, and hand majority ownership of the company to private equity firm Industrial Opportunity Partners.
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May 02, 2024
Broadcast Cos. Demand Oversight Of Sports TV Joint Venture
Broadcasters and competition advocates on Thursday pressed lawmakers to hold hearings on the pay-television industry, warning that a planned sports streaming venture between Disney, Fox and Warner Bros. Discovery threatens to "dominate" the market.
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May 02, 2024
Discover Ups Liability Costs For Card Pricing Issue To $1.2B
Discover Financial Services has put a $1.2 billion price tag on remediation for its previously disclosed credit card pricing misclassification, which is now the subject of a U.S. Securities and Exchange Commission investigation, representing an increase of nearly 230% from the $365 million liability it recorded nearly a year ago.
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May 02, 2024
Snell & Wilmer Adds Armstrong Teasdale Tech Pro In Denver
Snell & Wilmer LLP's Denver outpost has added a new transactional partner to its corporate and securities team, bringing with him 18 years of experience including co-founding the technology transactions group for Armstrong Teasdale LLP and leading its technology industry group.
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May 02, 2024
Deals Rumor Mill: Coca-Cola, General Mills, MLB's Giants
Coca-Cola is preparing an IPO for its African bottling division, cereals giant General Mills is exploring selling its North America yogurt business, and a 5% stake in the San Francisco Giants is up for sale at a price that could value the club at $4 billion. Here, Law360 breaks down these and other notable deal rumors from the past week.
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May 02, 2024
3 Firms Build Shutterstock's $245M Buy Of Creative Asset Co.
Stock photography company Shutterstock Inc. on Thursday announced that it has agreed to buy digital creative asset and templates company Envato Pty. Ltd. in a $245 million cash deal built by three firms.
Expert Analysis
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What FTC's 'Killer Acquisition' Theory Means For Pharma Cos.
The Federal Trade Commission's recent lawsuit to block Sanofi's acquisition of a pharmaceutical treatment developed by Maze Therapeutics builds on previous enforcement actions and could indicate the agency's growing willingness to use its so-called killer acquisition theory against perceived attempts to eliminate nascent competition, say attorneys at Morgan Lewis.
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Series
Skiing Makes Me A Better Lawyer
A lifetime of skiing has helped me develop important professional skills, and taught me that embracing challenges with a spirit of adventure can allow lawyers to push boundaries, expand their capabilities and ultimately excel in their careers, says Andrea Przybysz at Tucker Ellis.
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Think Like A Lawyer: Forget Everything You Know About IRAC
The mode of legal reasoning most students learn in law school, often called “Issue, Rule, Application, Conclusion,” or IRAC, erroneously frames analysis as a separate, discrete step, resulting in disorganized briefs and untold obfuscation — but the fix is pretty simple, says Luke Andrews at Poole Huffman.
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How Advance Notice Bylaws Are Faring In Del. Courts
Recent decisions make it clear that the Delaware Chancery Court is carefully reviewing public companies' amended advance notice bylaws in order to balance the competing interests of boards and shareholders, and will likely strike down bylaws that improperly interfere with stockholder franchises, say attorneys at Olshan Frome.
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How New EU Tax And Transfer Pricing Rules May Affect M&A
Companies involved in mergers and acquisitions may need to adjust fiscal due diligence procedures to ensure they consider potential far-reaching effects of newly implemented transfer pricing measures, such as newly implemented global minimum tax and European Union anti-tax avoidance directives and proposals, says Patrick Tijhuis at BDO.
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Strategies For Single-Member Special Litigation Committees
The Delaware Supreme Court's recent order in the Baker Hughes derivative litigation allowing testimony from a single-member special litigation committee highlights the fact that, while single-member SLCs are subject to heightened scrutiny, they can also provide unique opportunities, says Josh Bloom at MoloLamken.
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Lessons For D&O Policyholders From Pharma Co. Ruling
A California federal court's recent decision in AmTrust v. 180 Life Sciences, requiring insurers to advance defense costs for a potentially covered claim, provides a valuable road map for directors and officers insurance policyholders, rebutting the common presumption that a D&O insurer's duty to advance costs is more limited than under other policies, say attorneys at Pasich.
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How Firms Can Ensure Associate Gender Parity Lasts
Among associates, women now outnumber men for the first time, but progress toward gender equality at the top of the legal profession remains glacially slow, and firms must implement time-tested solutions to ensure associates’ gender parity lasts throughout their careers, say Kelly Culhane and Nicole Joseph at Culhane Meadows.
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7 Common Myths About Lateral Partner Moves
As lateral recruiting remains a key factor for law firm growth, partners considering a lateral move should be aware of a few commonly held myths — some of which contain a kernel of truth, and some of which are flat out wrong, says Dave Maurer at Major Lindsey.
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5 Tips For Policyholders Arbitrating R&W Insurance Claims
With more representations and warranties insurance disputes being arbitrated, policyholder counsel should note issues that are unique to RWI claims, including those of privilege, priority and preserving subrogation, says Micah Skidmore at Haynes Boone.
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Series
Cheering In The NFL Makes Me A Better Lawyer
Balancing my time between a BigLaw career and my role as an NFL cheerleader has taught me that pursuing your passions outside of work is not a distraction, but rather an opportunity to harness important skills that can positively affect how you approach work and view success in your career, says Rachel Schuster at Sheppard Mullin.
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What To Know About OCC Proposals For Bank Merger Review
The Office of the Comptroller of the Currency's proposed changes to the agency's bank merger review process could exacerbate industry concerns with long and unpredictable processing periods because the proposal is ambiguous with respect to how the OCC will view certain transactions, say attorneys at Simpson Thacher.
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6 Pointers For Attys To Build Trust, Credibility On Social Media
In an era of information overload, attorneys can use social media strategically — from making infographics to leveraging targeted advertising — to cut through the noise and establish a reputation among current and potential clients, says Marly Broudie at SocialEyes Communications.
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9 Considerations For Divestitures, Carveouts And Spinouts
Amid new economic optimism, data protection, transitional services and seven other considerations can help legal practitioners untangle complex divestitures, carveouts and spinouts to unlock value for corporate sellers, say Kimberly Petillo-Décossard and Kristen Rohr at White & Case.
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A Post-Mortem Analysis Of Stroock's Demise
After the dissolution of 147-year-old firm Stroock late last year shook up the legal world, a post-mortem analysis of the data reveals a long list of warning signs preceding the firm’s collapse — and provides some insight into how other firms might avoid the same disastrous fate, says Craig Savitzky at Leopard Solutions.