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Mergers & Acquisitions
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April 23, 2024
Trump's Stake In Truth Social Swells An Additional $1.2B
The value of Donald Trump's stake in his newly public social media company soared by nearly $1.2 billion on Tuesday as the former president became eligible to receive bonus shares that were conditioned on the company's stock performance.
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April 23, 2024
Israeli Biotech Files Ch. 15 To Implement Take-Private Deal
Gamida Cell Ltd., an Israeli biotechnology company developing immunotherapy products, filed for Chapter 15 protection Monday in Delaware seeking the American court's approval of its foreign take-private proposal with unsecured lenders.
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April 23, 2024
Fenwick, Covington Build $750M Sale Of Pharmaceutical Biz
Global biopharmaceutical company Incyte, advised by Covington & Burling LLP, on Tuesday announced plans to buy clinical-stage drug discovery company Escient Pharmaceuticals, led by Fenwick & West LLP, for $750 million.
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April 23, 2024
Pre-Merger Deal Prompts Pharma Co. Derivative Suit In Del.
An Ayala Pharmaceuticals stockholder has launched a derivative suit against the company's board and controlling investors in Delaware's Court of Chancery, accusing directors of issuing new shares to the controllers at far below market value, timed to take advantage of an asset sale worth up to $85 million.
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April 23, 2024
Cleveland-Cliffs Execs Say US Steel-Nippon Deal Is 'Dead'
Cleveland-Cliffs Inc. executives said Tuesday that U.S. Steel is "denying reality" as it continues to pursue its $14.9 billion sale to Japan's Nippon Steel, suggesting that the deal is effectively "dead" following President Joe Biden's opposition to it and that the Ohio-based steel manufacturer remains the only viable buyer.
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April 23, 2024
Virtua Says Trinity Health Won't Pay $12M ER Fight Legal Bill
Virtua claimed Monday in New Jersey federal court that Trinity Health has backed out of an agreement to cover $12 million in counsel fees and costs incurred in a legal fight with a rival healthcare system over Virtua's acquisition of Our Lady of Lourdes Health Care Services from Trinity.
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April 23, 2024
Paul Hastings Transaction Security Adviser Joins V&E
Vinson & Elkins LLP announced the hire Monday of a Paul Hastings LLP attorney with experience advising on national security laws related to foreign investment as a partner in Washington, D.C.
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April 23, 2024
Md.-Based Career Public Servant Is The FTC's Newest ALJ
The Federal Trade Commission announced the appointment of another administrative law judge on Tuesday, elevating a longtime public servant who had previously become the first female Muslim American administrative law judge at the Maryland Office of Administrative Hearings.
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April 23, 2024
PE Giant Faces Sanctions Bid For Mexico Corruption Claim
Advent International Corp. and its counsel at Ropes & Gray and Quinn Emanuel allegedly fabricated claims that a Mexican corporation's lawyers corruptly influenced prosecutors and judges in the country to freeze the private equity firm's assets and issue arrest warrants for executives, according to a filing in Massachusetts federal court.
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April 23, 2024
King & Spalding Adds Kirkland Employment Partner In DC
King & Spalding LLP is boosting its global employment practice with the addition of a Kirkland & Ellis LLP partner who will be part of her new firm's Washington, D.C., office.
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April 23, 2024
Terminated Sale Of NBA's T-Wolves Looks Like A Power Play
The canceled $1.5 billion sale of the NBA's Minnesota Timberwolves to a group featuring Alex Rodriguez can be attributed, in part, to explosive growth in team valuations over the last three years, but just as large a factor is the owner's hesitance to surrender the power inherent in major franchise ownership, legal experts say.
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April 23, 2024
KKR Pushes Smart Metering Investors To Accept £1.3B Bid
Private equity giant KKR on Tuesday urged the shareholders of British energy infrastructure company Smart Metering who have not yet accepted its £1.3 billion ($1.6 billion) takeover offer to submit their shares by May 7.
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April 23, 2024
Freshfields-Led JD Sports Agrees To Buy US Rival For $1.1B
JD Sports said on Tuesday that it has proposed to buy U.S. athletic fashion retailer Hibbet Inc. for approximately $1.08 billion as the U.K. sportswear store chain eyes expansion in the American southeast.
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April 22, 2024
DOJ Antitrust Concerns Topple $960M Insulation Biz Merger
Insulation and building material provider TopBuild Corp. said Monday it has terminated its $960 million agreement to buy mechanical insulation provider Specialty Products & Insulation from private equity firm Incline Equity Partners, saying it was unable to reach a deal with the U.S. Department of Justice over antitrust concerns.
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April 22, 2024
Kroger, Albertsons Expand Divestiture Plan
Supermarket giants Kroger and Albertsons are willing to let go of an extra 166 stores in the hopes of swaying federal and state regulators to drop their opposition to the $25 billion grocer union, they said Monday.
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April 22, 2024
Agiliti Faces Another Chancery Suit Over $2.5B Squeeze-Out
A shareholder of Agiliti sued the medical equipment management company Monday in Delaware's Chancery Court for more details surrounding events leading up to an impending $2.5 billion squeeze-out merger with an affiliate of Thomas H. Lee Partners, its largest and controlling stockholder, echoing a similar lawsuit filed in late March.
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April 22, 2024
FTC Moves To Block $8.5B Designer Fashion Deal
The Federal Trade Commission moved on Monday to block a planned $8.5 billion deal for the parent company of Coach and Kate Spade to purchase the owner of designer brands Michael Kors and Jimmy Choo.
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April 22, 2024
Mueller Industries To Buy Nehring Electrical For Up To $600M
Machinery industry company Mueller Industries Inc., advised by Willkie Farr & Gallagher LLP, on Monday unveiled plans to buy Nehring Electrical Works Co. and some of its affiliates for up to $600 million in a deal that will provide Mueller with a platform for long-term growth in the electrical and power infrastructure space.
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April 22, 2024
Steptoe & Johnson Adds Securities Duo In Oklahoma
Steptoe & Johnson PLLC has announced the hiring of two experienced securities attorneys from regional firm Conner & Winters LLP to its corporate and mergers and acquisitions practice in its Oklahoma City office.
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April 22, 2024
What We've Learned From Biden-Era Merger Remedies
Amid the Biden administration's uniquely aggressive merger regime, companies making deals face much higher hurdles convincing competition enforcers to accept divestitures, licensing deals or other remedies designed to address antitrust concerns. However, officials have provided a few clues about what settlements they'll accept and when.
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April 22, 2024
Vista Outdoors Nudges MNC Capital To Bolster $3B Bid
Vista Outdoor Inc. on Monday urged investment firm MNC Capital to increase its prior $3 billion buyout offer, as Vista weighs MNC's proposals against an already inked merger agreement to sell its ammunition brands off to Czechoslovak Group.
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April 22, 2024
Catching Up With Delaware's Chancery Court
Last week, Delaware's Chancery Court news included a Tesla announcement about moving to Texas, a midcase appeal of Tripadvisor's move to Nevada, and United Airlines' escape from a stockholder suit. Disputes about board entrenchment, squeeze-out mergers, co-founder fallouts and deadly ice cream moved ahead.
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April 22, 2024
Travers Smith Steers Doormaker's £788M Bid For UK Rival
Quanex Building Products Corp. has offered to buy all the shares of door and windows company Tyman PLC for £788 million ($971 million), the companies said Monday, in a deal guided by Travers Smith LLP, Foley & Lardner LLP and Latham & Watkins LLP.
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April 22, 2024
Latham-Led CoStar To Buy Matterport In $1.6B Deal
Latham & Watkins LLP-advised CoStar Group said Monday it has agreed to buy 3D spacial-capture technology company Matterport at an estimated enterprise value of $1.6 billion, in a deal that will add its virtual property tour technology to CoStar's existing real estate information and analytics offerings.
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April 22, 2024
Fund Administrator Eyes $21M Deal For JPMorgan Chase Biz
Jersey-based fund administrator JTC PLC said Monday it has offered to buy a trust administration business owned by JP Morgan Chase Bank NA for $21 million, a move it believes will strengthen its presence in the U.S.
Expert Analysis
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4 Ways To Motivate Junior Attorneys To Bring Their Best
As Gen Z and younger millennial attorneys increasingly express dissatisfaction with their work and head for the exits, the lawyers who manage them must understand and attend to their needs and priorities to boost engagement and increase retention, says Stacey Schwartz at Katten.
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Flexibility Is Key In Hybrid Capital Investment Strategies
Flexible or hybrid capital funds have become a solution for some owners adverse to private debt or requiring short-term capital support not otherwise available in the market, but the complexity and possible range of structures available means that principals need to consider how they may work in different scenarios and outcomes, says Daniel Mathias at Cohen Gresser.
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The Tricky Implications Of New Calif. Noncompete Laws
Two new California noncompete laws that ban certain out-of-state agreements and require employers to notify certain workers raise novel issues related to mergers and acquisitions, and pose particular challenges for technology companies, says John Viola at Thompson Coburn.
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Planning For Healthcare-Private Equity Antitrust Enforcement
U.S. antitrust agency developments could mean potential enforcement actions on healthcare-related acquisitions by private equity funds are on the way, and entities operating in this space should follow a series of practice tips, including early assessment of antitrust risks on both the state and federal level, say Ryan Quillian and John Kendrick at Covington.
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Series
Serving As A Sheriff's Deputy Made Me A Better Lawyer
Skills developed during my work as a reserve deputy — where there was a need to always be prepared, decisive and articulate — transferred to my practice as an intellectual property litigator, and my experience taught me that clients often appreciate and relate to the desire to participate in extracurricular activities, says Michael Friedland at Friedland Cianfrani.
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Former Minn. Chief Justice Instructs On Writing Better Briefs
Former Minnesota Supreme Court Chief Justice Lorie Gildea, now at Greenberg Traurig, offers strategies on writing more effective appellate briefs from her time on the bench.
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Stay Interviews Are Key To Retaining Legal Talent
Even as the economy shifts and layoffs continue, law firms still want to retain their top attorneys, and so-called stay interviews — informal conversations with employees to identify potential issues before they lead to turnover — can be a crucial tool for improving retention and morale, say Tina Cohen Nicol and Kate Reder Sheikh at Major Lindsey.
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Series
Spray Painting Makes Me A Better Lawyer
My experiences as an abstract spray paint artist have made me a better litigator, demonstrating — in more ways than one — how fluidity and flexibility are necessary parts of a successful legal practice, says Erick Sandlin at Bracewell.
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DOJ's Safe Harbor Policy May Quietly Favor M&A Enforcement
In a change that has received little attention, the U.S. Justice Department's recently codified safe harbor policy essentially reads the Antitrust Division's criminal enforcement out of the policy entirely, and now appears to favor merger enforcement in antitrust, rather than criminal enforcement, as originally intended, say Daniel Oakes and James Attridge at Axinn.
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How Activision Ruling Favors M&A Formalities Over Practice
The Delaware Chancery Court’s recent nod to a proposed class action, alleging shareholder notice violations in Activision Blizzard’s sale to Microsoft, puts practitioners on notice that customary merger and acquisition market practices do not offer protection from potential liability, say John Stigi and Eugene Choi at Sheppard Mullin.
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How Policymakers Can Preserve The Promise Of Global Trade
Global trade faces increasing challenges but could experience a resurgence if long-held approaches adjust and the U.S. accounts for factors that undermine free trade's continuing viability, such as regional trading blocs and the increasing speed of technological advancement, says David Jividen at White & Case.
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Why Oncology Deal Making Continues To Fuel Biotech M&A
The biotech sector's potential for advancements in cancer care continues to attract deal-maker interest, and the keys to successful mergers and acquisitions include the ability to integrate innovative therapies, leverage technological advancements and respond to the dynamic needs of patients, say Bryan Luchs and Mike Weir at White & Case.
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Opinion
Judicial Independence Is Imperative This Election Year
As the next election nears, the judges involved in the upcoming trials against former President Donald Trump increasingly face political pressures and threats of violence — revealing the urgent need to safeguard judicial independence and uphold the rule of law, says Benes Aldana at the National Judicial College.
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Series
Riding My Peloton Bike Makes Me A Better Lawyer
Using the Peloton platform for cycling, running, rowing and more taught me that fostering a mind-body connection will not only benefit you physically and emotionally, but also inspire stamina, focus, discipline and empathy in your legal career, says Christopher Ward at Polsinelli.
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Tips For Healthcare M&A Amid Heightened Antitrust Scrutiny
As the Biden administration maintains its aggressive approach to antitrust merger enforcement, prudent healthcare M&A counsel will consider practical advice when contemplating their next transaction, including carefully selecting a merger partner and preparing for a potentially long waiting period prior to closing, say attorneys at Davis Wright.