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Mergers & Acquisitions
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May 31, 2024
Chobani Founder To Reopen Anchor Brewing In San Francisco
Chobani Inc. founder Hamdi Ulukaya said Friday that he had acquired San Francisco-based Anchor Brewing Co., which closed its doors last year, calling it "the grand jewel" and promising to "bring it back stronger than ever before."
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May 31, 2024
WWE Investor Attys Enter Battle Royal To Lead Merger Suit
Two groups of shareholders have filed competing pitches for the lead plaintiff role in a consolidated class suit seeking damages from World Wrestling Entertainment founder Vincent McMahon and others in connection with WWE's $21 billion merger with Endeavor Group, both arguing they have most successfully pursued the suit's claims.
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May 31, 2024
Frank Execs Must Keep Fighting JPMorgan Fraud Indictment
A New York federal judge has refused to throw out an indictment accusing two former executives of a student financial aid startup of tricking JPMorgan Chase & Co. into a buyout, according to an order filed Friday.
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May 31, 2024
Chancery Dismisses Pipeline Co. Merger Side-Deal Suit
An Energy Transfer LP subsidiary lost a Delaware Court of Chancery suit on Friday accusing four former officers of reaching a secret side deal with a pipeline company for construction of a costly, high-pressure natural gas pipeline, in a decision that also tossed arbitration challenges.
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May 31, 2024
Texas Justices Won't Review NexPoint Defamation Suit
The Texas Supreme Court on Friday declined to review a Second Court of Appeals decision that revived in part NexPoint Advisors LP's defamation and business disparagement claims arising from statements made in response to the company's hostile takeover bid.
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May 31, 2024
Monthly Merger Review Snapshot
The U.S. Department of Justice sued to unwind the 14-year-old merger between Live Nation and Ticketmaster, while the Federal Trade Commission advanced pending challenges of a grocery megamerger and deals in the healthcare and designer fashion space. Here are some of the major merger review developments from May.
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May 31, 2024
Investor To Admit Goosing Getty Stock With Sham Offer
A former corporate executive has agreed to plead guilty to floating a sham deal to buy Seattle-based Getty Images Holdings so that he and a friend could profit off the company's inflated share price, federal prosecutors and securities enforcers said Friday.
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May 31, 2024
Del. Chancellor Questions 'Rush' To Amend Corporation Law
Weeks before the Delaware State Bar Association sent state lawmakers a draft bill explicitly allowing corporations to broadly cede some governance rights to chosen stockholders, Chancellor Kathaleen St. J. McCormick of Delaware Chancery Court made an unprecedented, direct appeal to think twice.
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May 31, 2024
Don't Miss It: Dechert, Simpson Lead Month's Hot Deals
A lot can happen in the world of mergers and acquisitions over the course of a month, and it's difficult to keep up with all the deals. Here, Law360 recaps the ones you may have missed, including transactions helmed by Dechert LLP and Simpson Thacher & Bartlett LLP.
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May 31, 2024
Tether Investment In Crypto Miner Bitdeer Worth Up To $150M
Singapore-based cryptocurrency miner Bitdeer Technologies Group said in a statement Friday it has completed a private placement deal with Tether International Ltd. that could bring proceeds of $150 million.
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May 31, 2024
Australian Co. Aims For Shopify Highs In $250M SPAC Deal
Sydney, Australia-based Btab Ecommerce Group Inc., an e-commerce supplier for small businesses, has agreed to merge with special-purpose acquisition company Integrated Wellness Acquisition Corp. in a transaction valued at $250 million, the companies said Friday.
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May 31, 2024
Activist Donerail Pushes Ex-Barstool Owner Penn To Sell
Activist Investor Donerail Group on Friday pushed Penn Entertainment Inc. to pursue a sale, ripping the company for a "failed" online gaming strategy that has "destroyed shareholder value," including its $1 sale of Barstool Sports and launch of a new betting platform with ESPN.
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May 31, 2024
UBS Formally Completes Merger Of Credit Suisse
UBS Group AG said Friday that it has formally completed the legal merger of stricken Credit Suisse AG, 18 months after regulators brokered the deal to prevent the collapse of its rival.
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May 31, 2024
BBVA To Tap Shareholders To Fund €12B Hostile Takeover
Spanish banking giant BBVA said Friday that it has called a shareholders' meeting to approve the sale of new shares in a package to finance the €12 billion ($13 billion) hostile takeover of its smaller rival, Banco de Sabadell SA.
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May 31, 2024
Nationwide's Planned £2.9B Virgin Money Deal Gets UK Probe
The Competition and Markets Authority said Friday it has opened a formal probe into Nationwide Building Society's plans to buy Virgin Money for £2.9 billion ($3.7 billion), which they say would create a combined group with assets of approximately £366 billion.
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May 30, 2024
Exec Found Liable For 'Shadow Trading' Seeks New Trial
A former executive of biopharmaceutical company Medivation Inc. whom a jury found liable for using inside information from his company when he purchased stock in a rival pharmaceutical maker has moved for a new trial in the U.S. Securities and Exchange Commission's novel "shadow trading" case.
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May 30, 2024
Morgan Stanley Helped Musk's Stealth Twitter Buys, Suit Says
Elon Musk and his wealth manager tapped Morgan Stanley to help the Tesla CEO quietly acquire billions of dollars in Twitter securities without tipping off the market before he announced plans to take over the social media company, according to an amended complaint filed in New York federal court.
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May 30, 2024
Musk Won't Appeal Deposition Order In SEC's Twitter Case
Elon Musk has agreed to waive his right to appeal a California federal judge's order forcing him to testify again in the U.S. Securities and Exchange Commission's suit over his $44 billion acquisition of Twitter, now known as X, according to a stipulation filed Thursday.
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May 30, 2024
Autonomy VP Declines To Take Stand As Fraud Trial Nears End
Testimony wrapped Thursday in a California federal criminal trial over claims that former Autonomy CEO Michael Lynch and finance vice president Stephen Chamberlain duped HP into overpaying billions for the British tech company, as Chamberlain opted not to testify in his own defense after Lynch stepped off the witness stand.
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May 30, 2024
Chancery Sweeps Away Most Challenges To Broker's Control
Independent insurance distributor BRP Group Inc. has defeated most stockholder challenges to founder preapproval requirements for company actions, according to a Delaware Court of Chancery ruling upholding a consent and defense agreement established after the company was sued.
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May 30, 2024
Divided FTC Won't Delay Kroger-Albertsons In-House Case
The Federal Trade Commission's three Democrats refused Wednesday to delay the agency in-house challenge to Kroger's $24.6 billion purchase of Albertsons, blaming the grocery giants for their scheduling challenges and drawing a sharp dissent from the FTC's two Republicans.
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May 30, 2024
FTC, Novant Ask To Delay In-House Trial On Merger Challenge
The Federal Trade Commission and Novant Health have asked to postpone an upcoming administrative hearing over the nonprofit's proposed purchase of two North Carolina hospitals, a purchase that regulators are concerned will dampen competition in the region, according to a notice filed in federal court.
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May 30, 2024
KKR's $24B NetCo Buy Gets EU Regulatory Approval
The European Commission said Thursday it has approved KKR & Co.'s planned $23.7 billion acquisition of NetCo from Italian telecommunications provider TIM Group, paving the way for the close of one of the largest deals announced last year.
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May 30, 2024
The 'Not-Postings' Of A Delaware Chancery Court Judge
Close observers of Delaware's Court of Chancery have recently gotten a new window into the First State's preeminent court of equity: Delaware Vice Chancellor J. Travis Laster, one of seven judges on the court's bench, has recently rejoined LinkedIn.
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May 30, 2024
Deals Rumor Mill: Aramco, Double Eagle, WeWork
Saudi Arabia is planning a stock sale of state-backed oil giant Armaco that could exceed $10 billion, Double Eagle hopes to unload a Permian-based oil producer for $6.5 billion, and Adam Neumman has ended his bid to reacquire WeWork. Here, Law360 breaks down these and other notable deal rumors from the past week.
Editor's Picks
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UK Enforcers Say Cargo Equipment Deal Raises Concerns
The planned merger of Finnish cargo handling equipment outfits Cargotec Corp. and Konecranes PLC faces increasing scrutiny across the globe, as U.K. enforcers raised concerns about competition for a number of different products for port services.
Expert Analysis
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BF Borgers Clients Should Review Compliance, Liability
After the U.S. Securities and Exchange Commission's recently announced enforcement proceedings against audit firm BF Borgers for fabricating audit documentation for hundreds of public companies, those companies will need to follow special procedures for disclosure and reporting — and may need to prepare for litigation from the plaintiffs bar, say attorneys at Debevoise.
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Perspectives
Trauma-Informed Legal Approaches For Pro Bono Attorneys
As National Trauma Awareness Month ends, pro bono attorneys should nevertheless continue to acknowledge the mental and physical effects of trauma, allowing them to better represent clients, and protect themselves from compassion fatigue and burnout, say Katherine Cronin at Stinson and Katharine Manning at Blackbird.
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What Updated PLR Procedure May Mean For Stock Spin-Offs
A recently published Internal Revenue Service revenue procedure departs from commonly understood interpretations of the spinoff rules by imposing more stringent standards on companies seeking private letter rulings regarding tax-free stock spinoff and split-off transactions, and may presage regulatory changes that would have the force of law, say attorneys at Skadden.
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Series
Playing Music Makes Me A Better Lawyer
My deep and passionate involvement in playing, writing and producing music equipped me with skills — like creativity, improvisation and problem-solving — that contribute to the success of my legal career, says attorney Kenneth Greene.
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What's New In Kentucky's Financial Services Overhaul
Kentucky's H.B. 726 will go into effect in July and brings with it some significant restructuring to the Kentucky Financial Services Code, including changes to mortgage loan license fees and repeals of provisions relating to installment term loans and savings associations, say attorneys at Frost Brown.
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How Attys Can Avoid Pitfalls When Withdrawing From A Case
The Trump campaign's recent scuffle over its bid to replace its counsel in a pregnancy retaliation suit offers a chance to remind attorneys that many troubles inherent in withdrawing from a case can be mitigated or entirely avoided by communicating with clients openly and frequently, says Christopher Konneker at Orsinger Nelson.
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Using A Children's Book Approach In Firm Marketing Content
From “The Giving Tree” to “Where the Wild Things Are,” most children’s books are easy to remember because they use simple words and numbers to tell stories with a human impact — a formula law firms should emulate in their marketing content to stay front of mind for potential clients, says Seema Desai Maglio at The Found Word.
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FTC Noncompete Rule Risks A Wave Of State AG Actions
The Federal Trade Commission's final rule language banning noncompetes may contribute to a waterfall enforcement effect in which state attorneys general deploy their broad authority to treat noncompetes as separate and independent violations, say Ryan Strasser and Carson Cox at Troutman Pepper.
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What Transactional Attys Must Know About Texas Biz Courts
As Texas prepares to launch its new business courts, transactional attorneys — especially those involved in commercial, securities and internal governance matters — should keep several issues in mind when considering use of the state's business court system to facilitate deals and settle disputes, say attorneys at Katten.
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A Comparison Of FDIC, OCC Proposed Merger Approaches
Max Bonici and Connor Webb at Venable take a closer look at the Federal Deposit Insurance Corp.'s and Office of the Comptroller of the Currency's respective bank merger proposals and highlight certain common themes and important differences, in light of regulators continually rethinking their approaches to bank mergers.
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Series
Being An EMT Makes Me A Better Lawyer
While some of my experiences as an emergency medical technician have been unusually painful and searing, the skills I’ve learned — such as triage, empathy and preparedness — are just as useful in my work as a restructuring lawyer, says Marshall Huebner at Davis Polk.
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The Opportunities, Risks And Rewards Of AI Acquisitions
As artificial intelligence acquisitions become an increasing area of focus for investors and technology buyers, entities should pay special attention to target identification, due diligence and more when structuring and executing a transaction with a company that has an AI-centric business model, say attorneys at Foley & Lardner.
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Tiny Tweaks To Bank Merger Forms May Have Big Impact
The impact of proposed changes to the Federal Reserve Board's and Federal Deposit Insurance Corp.'s bank merger review forms would be significant, resulting in hundreds of additional burden hours for bank merger applicants and signaling a further shift by the prudential bank regulators toward more rigorous scrutiny of mergers, say attorneys at Debevoise.
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4 Takeaways From Biden's Crypto Mining Divestment Order
A May 13 executive order prohibiting the acquisition of real estate by a foreign investor on national security grounds — an enforcement first — shows the importance of understanding how the Committee on Foreign Investment in the United States might profile cross-border transactions, even those that are non-notified, say attorneys at Kirkland.
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Exploring An Alternative Model Of Litigation Finance
A new model of litigation finance, most aptly described as insurance-backed litigation funding, differs from traditional funding in two key ways, and the process of securing it involves three primary steps, say Bob Koneck, Christopher Le Neve Foster and Richard Butters at Atlantic Global Risk LLC.