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Mergers & Acquisitions
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October 10, 2025
No Taxes On $137M Failed Merger Payment, UK Court Rules
A British microchip company doesn't owe taxes on $137 million it received from a U.S. company after a failed merger, a U.K. court ruled, rejecting HM Revenue & Customs's contention that the payment constituted a taxable disposal of assets.
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October 10, 2025
SEC Guidance Aims To Ease IPO Process During Shutdown
As the federal government shutdown lingers, the U.S. Securities and Exchange Commission has updated its guidance to advise companies on how they can still move forward with initial public offerings.
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October 10, 2025
Taxation With Representation: Sullivan, MoFo, Freshfields
In this week's Taxation With Representation, Fifth Third Bancorp acquires Comerica in an all-stock deal, Qualtrics buys experience analytics firm Press Ganey Forsta, and SoftBank buys ABB's robotics division.
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October 10, 2025
UK Litigation Roundup: Here's What You Missed In London
This past week in London has seen Paddington Bear's creators and Studio Canal sue the company behind Spitting Image, Blackpool Football Club's former owner Owen Oyston bring a fresh claim against the club, and Mishcon de Reya sue a Saudi investment group.
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October 10, 2025
Rite Aid Fires Back At Claims It Broke CVS Sale Deal
Bankrupt drugstore chain Rite Aid Friday defended its decision to not pay for druggist insurance to cover ex-employees at pharmacies it has sold to former competitor CVS, while saying CVS has breached the sale deal itself by withholding its final payment.
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October 10, 2025
Freshfields Guides BASF On €7.7B Sale Of Coatings Biz Stake
German chemicals producer BASF has agreed to sell a majority interest in its coatings division to investment company Carlyle and the Qatar Investment Authority, in a transaction that values the offloaded company at €7.7 billion ($8.9 billion), the companies said on Friday.
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October 10, 2025
Warburg Pincus Gets More Time For JTC Bid Decision
JTC said Friday that Warburg Pincus LLC has been given a further two weeks to say whether it plans to make an offer to acquire the professional services company.
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October 09, 2025
Teamsters Want Court To Reconsider Maverick Gaming Sale
A Teamsters local asked a Texas bankruptcy judge to rethink his order permitting RunItOneTime LLC to sell assets to a company managed by one of its founders, saying the bankruptcy court lacked jurisdiction to decide that the two weren't essentially the same business.
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October 09, 2025
Voyager Judge Won't Dismiss Contract Claims In Binance Suit
A New York bankruptcy judge said Thursday he expected to deny a request by Binance.US to dismiss Voyager Digital's breach of contract claims stemming from a collapsed asset purchase agreement between the two cryptocurrency ventures.
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October 09, 2025
Vestis Shareholder Alleges Deception Before Aramark Spinoff
Executives and directors of uniform supplier Vestis Corp. were hit this week with a shareholder's derivative suit accusing them of concealing Vestis was underfunded prior to being spun off by food services giant Aramark in 2023, leaving Vestis unable to grow its revenue and retain customers.
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October 09, 2025
Q3 Notches Biggest Megadeal Quarter In Three Years
The value of global mergers and acquisitions worth $10 billion or more hit $289.5 billion in the third quarter, the highest since the second quarter of 2022, according to a report provided by S&P Global Market Intelligence on Thursday.
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October 09, 2025
Paramount Eyes $60B Warner Bid, And Other Rumors
Paramount Skydance is in talks with private equity firms including Apollo Global Management as it mulls a potential $60 billion bid for Warner Bros. Discovery. Another mega-deal that's further along its path to closing — Mars' $36 billion bid to acquire Kellanova — is set to win European antitrust approval. And Armani has approached potential buyers to sell a minority stake in the first phase of late designer Giorgio Armani's wishes.
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October 09, 2025
Tivity Health Investors Seek Final OK Of $17M Settlement
An investor in fitness program administrator Tivity Health Inc. has asked a Nashville federal judge for a final nod for an over $17 million deal ending claims the company misled investors about its financial prospects after its $1.3 billion acquisition of troubled weight-loss meal delivery company Nutrisystem.
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October 09, 2025
Greenberg Traurig's Singapore Office Gains 6 More Attys
Greenberg Traurig LLP announced on Wednesday that its Singapore location has added the former leader of Simmons & Simmons LLP's Asian investment funds practice, along with five other attorneys.
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October 09, 2025
Ropes, Kirkland Guide $5.2B Novo Nordisk Liver Disease Deal
Novo Nordisk said on Thursday it will acquire U.S.-based Akero Therapeutics for up to $5.2 billion in cash, expanding its portfolio into metabolic liver disease in a deal steered by Ropes & Gray LLP and Kirkland & Ellis LLP.
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October 09, 2025
Nordic Capital, Permira $3B Vaccine Biz Buy Wins EU Nod
The European Commission has approved the all-cash 19 billion Danish kroner ($2.95 billion) takeover of Bavarian Nordic A/S by private equity firms Nordic Capital and Permira, the vaccine maker said Thursday.
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October 09, 2025
Big Lots Gets OK For $6.5M Deal On Exec Claims
A Delaware bankruptcy judge on Thursday approved a $6.5 million settlement between retail chain Big Lots and its directors and officers, resolving claims by unsecured creditors that the company's board bungled an attempt to sell the company last year.
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October 09, 2025
HSBC To Privatize Hang Seng Bank In $14B Deal
HSBC Holdings PLC said Thursday that it plans to pull Hang Seng Bank Ltd. from Hong Kong's stock exchange in a HK$106 billion ($13.6 billion) deal, as the British lender seeks to broaden its footprint in Asia.
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October 08, 2025
Cepton Accused By Investor Of Hiding Better Takeover Bid
Light detection and ranging technology company Cepton Inc. has been hit with a shareholder's proposed class action in California federal court, accusing it of concealing a third party's "credible" attempt to buy Cepton for more than double the amount Japan-based Koito Manufacturing Inc. paid to acquire it in January.
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October 08, 2025
Jones Day, Kirkland Guide TopBuild's $1B Insulation Biz Buy
TopBuild Corp., an installer and distributor of insulation and related building materials in North America, said Wednesday it has acquired Specialty Products and Insulation for $1 billion in cash, with Jones Day advising TopBuild and Kirkland & Ellis LLP guiding SPI.
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October 08, 2025
Gov't Shutdown Essentially 'Freezes' IPO Market, Attys Say
While the U.S. Securities and Exchange Commission technically remains open during the ongoing government shutdown that has now exceeded one week, staffing shortages have made it increasingly difficult for companies to launch initial public offerings, leaving them with few options.
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October 08, 2025
Musk Ordered To Explain Attys' Role In Twitter Dispute
Elon Musk must explain whether he plans to argue that he relied on legal advice to defend himself against a dispute over his acquisition of an ownership stake in Twitter, with a New York federal judge saying Musk's statements on the matter have so far been contradictory.
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October 08, 2025
MoFo Guides SoftBank To Buy ABB's Robotics Unit for $5.4B
Japanese tech investor SoftBank will buy the robotics division of Swedish-Swiss electrical engineering business ABB Ltd. for $5.375 billion in order to strengthen its artificial superintelligence offering, the companies said Wednesday.
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October 07, 2025
5th Circ. Queries If ChampionX Covered In $40M Oil Spill Suit
A Fifth Circuit panel Tuesday pressed ChampionX Corp. to explain how it can pursue a lawsuit in Texas seeking to make multiple insurers pay for its defense in a $40 million oil spill lawsuit if the underlying policies don't name it.
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October 07, 2025
Cabinetry Co. Refiles $3.6B Merger To Give FTC More Time
Kitchen cabinet and vanity manufacturer American Woodmark Corp. has withdrawn and refiled its intent to merge with MasterBrand in a $3.6 billion deal in order to give the Federal Trade Commission more time to scrutinize the deal for competition concerns.
Expert Analysis
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Agentic AI Puts A New Twist On Attorney Ethics Obligations
As lawyers increasingly use autonomous artificial intelligence agents, disciplinary authorities must decide whether attorney responsibility for an AI-caused legal ethics violation is personal or supervisory, and firms must enact strong policies regarding agentic AI use and supervision, says Grace Wynn at HWG.
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HSR Compliance Remains A Priority From Biden To Trump
Several new enforcement actions from the Federal Trade Commission and the U.S. Department of Justice illustrate that rigorous attention to Hart-Scott-Rodino Act compliance has become a critical component of the U.S. merger review process, even amid the political transition from the Biden to Trump administrations, say attorneys at Baker McKenzie.
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Series
Being A Professional Wrestler Makes Me A Better Lawyer
Pursuing my childhood dream of being a professional wrestler has taught me important legal career lessons about communication, adaptability, oral advocacy and professionalism, says Christopher Freiberg at Midwest Disability.
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Opportunity Zone's Future Corp. Tax Benefits Still Uncertain
Despite recent legislative enhancements to the qualified opportunity fund program, and a new G7 understanding that would exempt U.S.-parented multinationals from the undertaxed profits rule, uncertainties over future tax benefits could dampen investment interest in the program, says Alan Lederman at Gunster.
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How GILTI Reform Affects M&A Golden Parachute Planning
Deal teams should evaluate the effect of a recent seemingly technical change to U.S. international tax law on the golden parachute analysis that often plays a critical part of many corporate transactions to avoid underestimating its impact on an acquirer's worldwide taxable income following a triggering transaction, say attorneys at MoFo.
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Series
Law School's Missed Lessons: Adapting To The Age Of AI
Though law school may not have specifically taught us how to use generative artificial intelligence to help with our daily legal tasks, it did provide us the mental building blocks necessary for adapting to this new technology — and the judgment to discern what shouldn’t be automated, says Pamela Dorian at Cozen O'Connor.
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Ch. 11 Ruling Voiding $2M Litigation Funding Sends A Warning
A recent Texas bankruptcy court decision that a postconfirmation litigation trust has no obligations to repay a completely drawn down $2 million litigation funding agreement serves as a warning for estate administrators and funders to properly disclose the intended financing, say attorneys at Kleinberg Kaplan.
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Demystifying The Civil Procedure Rules Amendment Process
Every year, an advisory committee receives dozens of proposals to amend the Federal Rules of Civil Procedure, most of which are never adopted — but a few pointers can help maximize the likelihood that an amendment will be adopted, says Josh Gardner at DLA Piper.
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FTC, CoStar Cases Against Zillow May Have Broad Impact
Zillow's partnerships with Redfin and Realtor.com have recently triggered dual fronts of legal scrutiny — an antitrust inquiry from the Federal Trade Commission and a mass copyright infringement suit from CoStar — raising complex questions that reach beyond real estate, says Shubha Ghosh at Syracuse University College of Law.
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Parenting Skills That Can Help Lawyers Thrive Professionally
As kids head back to school, the time is ripe for lawyers who are parents to consider how they can incorporate their parenting skills to build a deep, meaningful and sustainable legal practice, say attorneys at Alston & Bird.
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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.