The Federal Trade Commission on Thursday cleared the way for the close of the $60 billion mega-merger between Exxon Mobil Corp. and Pioneer Natural Resources, subject to an agreement barring former Pioneer Natural Resources CEO Scott Sheffield from gaining a seat on Exxon's board. 
Law360
Mergers & Acquisitions
SUNDAY, MAY 5, 2024 Law360 iOS App Law360 Android App Follow Law360 on Facebook Follow Law360 on LinkedIn Follow Law360 on Twitter

TOP NEWS

Exxon-Results_24616.jpg

FTC Clears $60B Exxon Deal With Pioneer Executive Ban

By Al Barbarino

The Federal Trade Commission on Thursday cleared the way for the close of the $60 billion mega-merger between Exxon Mobil Corp. and Pioneer Natural Resources, subject to an agreement barring former Pioneer Natural Resources CEO Scott Sheffield from gaining a seat on Exxon's board. 

2 documents attached | Read full article » | Save to favorites »

DOJ Wants More Info On Controversial US Steel-Nippon Deal

By Craig Clough

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. 

Read full article » | Save to favorites »

Permira Takes Majority Stake In BioCatch At $1.3B Valuation

By Jade Martinez-Pogue

European private equity shop Permira has taken a majority stake in BioCatch, a digital fraud detection and financial crime prevention company, valuing the Tel Aviv-headquartered business at $1.3 billion, according to a Thursday announcement.

Read full article » | Save to favorites »

House Seeks FTC Info On Scuttled Amazon-IRobot Deal

By Jared Foretek

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.

Letter attached | Read full article » | Save to favorites »

POLICY

Broadcast Cos. Demand Oversight Of Sports TV Joint Venture

By Alex Lawson

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.

Read full article » | Save to favorites »

Lawmaker Wants Antitrust Probe Of Health Insurance Data Co.

By Matthew Perlman

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.

Letter attached | Read full article » | Save to favorites »

DELAWARE

Microsoft, Activision Seek Del. Court Patch For $68.7B Sale

By Jeff Montgomery

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.

Read full article » | Save to favorites »

ADM Investor Says Brass Misled About Growth, SEC Probe

By Katryna Perera

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.

Complaint attached | Read full article » | Save to favorites »

Investors Not Entitled To Info, Sequel Youth Tells Chancery

By Leslie A. Pappas

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.

Read full article » | Save to favorites »

MERGER REVIEW

FTC's Designer Fashion Deal Challenge Gets Sept. Hearing

By Sydney Price

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.

Order attached | Read full article » | Save to favorites »

ENFORCEMENT & COMPLIANCE

Whistleblower Claims Would 'Destroy' Autonomy, GC Was Told

By Bonnie Eslinger

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."

Read full article » | Save to favorites »

Discover Ups Liability Costs For Card Pricing Issue To $1.2B

By Katryna Perera

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.

Read full article » | Save to favorites »

Immigrant Bond Co. Buyer Wants In On $811M Fine Appeal

By Britain Eakin

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.

Motion attached | Read full article » | Save to favorites »

SHAREHOLDER ACTIVISM

Activist Files New Proxy Fight In REIT Takeover Attempt

By Nate Beck

Activist investor Blackwells Capital LLC continued its campaign Thursday 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.

Read full article » | Save to favorites »

DEALS

Freshfields-Led Novartis Inks $1.75B Cancer Drug Co. Buyout

By Tom Fish

Novartis AG said Thursday it has agreed to buy U.S. radiopharmaceutical company Mariana Oncology in a transaction worth up to $1.75 billion, as the Swiss pharmaceutical giant moves to bolster its precision nuclear medicine portfolio.

Read full article » | Save to favorites »

3 Firms Build Shutterstock's $245M Buy Of Creative Asset Co.

By Jade Martinez-Pogue

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.

Read full article » | Save to favorites »

CAPITAL MARKETS

Latham, Skadden Grab Spotlight As Large IPOs Surge In April

By Tom Zanki

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.

Read full article » | Save to favorites »

Plastic-Film Maker Announces $200M Recapitalization

By Rick Archer

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.

Read full article » | Save to favorites »

Deals Rumor Mill: Coca-Cola, General Mills, MLB's Giants

By Tom Zanki

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.

Read full article » | Save to favorites »

LITIGATION

Masimo Hit With Derivative Suit Over Audio Co. Acquisition

By Katryna Perera

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.

Complaint attached | Read full article » | Save to favorites »

Door Maker Asks To Undo Landmark Divestiture Order

By Matthew Perlman

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.

2 documents attached | Read full article » | Save to favorites »

Conn. Gaming Co., Bingo Supplier Settle Soured Deal Suit

By Ryan Harroff

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.

Read full article » | Save to favorites »

PEOPLE

Snell & Wilmer Adds Armstrong Teasdale Tech Pro In Denver

By Emily Sawicki

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.

Read full article » | Save to favorites »

EXPERT ANALYSIS

PE-Healthcare Mergers Should Prepare For Challenges

State and federal regulators are increasingly imposing new requirements on healthcare transactions involving private equity partners, with mergers that would have drawn little scrutiny a few years ago now requiring a multijurisdictional risk analysis during the deal formation process, say attorneys at Stinson.

Read full article » | Save to favorites »

Why RWI Insurers Should Consider Excluding PFAS

As regulation of per- and polyfluoroalkyl substances escalates, carriers providing representations and warranties insurance should reconsider providing PFAS coverage on a case-by-case basis, say Dave Bartoletti and Ina Avalon at Taft Stettinius.

Read full article » | Save to favorites »

Don't Use The Same Template For Every Client Alert

As the old marketing adage goes, consistency is key, but law firm style guides need consistency that contemplates variety when it comes to client alert formats, allowing attorneys to tailor alerts to best fit the audience and subject matter, says Jessica Kaplan at Legally Penned.

Read full article » | Save to favorites »

LEGAL INDUSTRY

Legal Industry Gains Jobs In April Following Downward Trend

By Tracey Read

The U.S. legal sector eased back into a positive trajectory in April, with a gain of 3,200 jobs compared with the previous month, according to preliminary data released Friday by the U.S. Bureau of Labor Statistics.

Read full article » | Save to favorites »

Titan Of The Plaintiffs Bar: Boies Schiller's Sigrid McCawley

By Hannah Albarazi

Sigrid McCawley was barely back from parental leave with her fourth child in February 2015 when she flew to New York City to take on a case that would turn her life upside down, and change the world.

Read full article » | Save to favorites »

Q&A

NJ Judge Kugler Reflects On 32 Years Spent As Federal Jurist

By George Woolston

With the fates of his colleagues who didn't get the chance to enjoy retirement weighing on his mind, Senior U.S. District Judge Robert Kugler decided this year it was time to call it a career on the bench in Camden, New Jersey, after three decades of service.

Read full article » | Save to favorites »

Graham Blasts Mass. Judge Nom For 'Radical' Policing Letter

By Courtney Bublé

Sen. Lindsey Graham, R-S.C., the top Republican on the Senate Judiciary Committee, blasted a Massachusetts judicial nominee on Friday for failing to disclose prior to his nomination hearing that his name appears on the letterhead of a 2020 public statement issued in the wake of protests following the murder of George Floyd by police.

1 document attached | Read full article » | Save to favorites »

Judge In Trump's Georgia Case Raises $320K For Election Bid

By Chart Riggall

In his bid for election to his first full term on the bench, the judge overseeing former President Donald Trump's Georgia election interference case is enjoying support from a broad swath of the Atlanta legal community, raising over $127,000 in the last three months.

Read full article » | Save to favorites »

Robbins Geller Attys To Take Stand In $8M Sanctions Dispute

By Bryan Koenig

A petroleum refiner will put current and former Robbins Geller Rudman & Dowd LLP attorneys on the stand May 7 in an extraordinary evidentiary hearing testing what the plaintiffs' lawyers knew about an analyst's now-discredited findings as they pursued since-nixed price-fixing claims.

1 document attached | Read full article » | Save to favorites »

California Judge Ousted For 'Willful,' 'Prejudicial' Misconduct

By Jake Maher

A California state judge has been removed from the bench after an investigation found that he conducted a campaign of retaliation against court employees he suspected of being "moles" in a probe against him and lied about his actions to investigators afterward.

Decision attached | Read full article » | Save to favorites »

Law360's Legal Lions Of The Week

By Kevin Penton

Clement & Murphy PLLC and Yetter Coleman LLP lead this week's edition of Law360 Legal Lions, after the Fifth Circuit reversed a Texas federal court's $1.6 billion ruling against IBM in an operating agreement dispute with Houston-based software company BMC.

Read full article » | Save to favorites »

GC Cheat Sheet: The Hottest Corporate News Of The Week

By Michele Gorman

A former general counsel testified Thursday in the criminal fraud trial of former Autonomy CEO Michael Lynch that the company's chief operating officer didn't want a whistleblower's claims to get into court, and a South Carolina man and his companies must pay the SEC nearly $24.9 million to settle claims that he misappropriated investors' money to make Ponzi payments. These are among the stories in corporate legal news you may have missed in the past week.

Read full article » | Save to favorites »

UK Litigation Roundup: Here's What You Missed In London

By Laura Stewart Liberty

The past week in London has seen rapper Ivorian Doll hit with a copyright claim, private members club Aspinalls file a claim against a Saudi sheikh, and Motorola Solutions file a claim against the British government on the heels of its dispute over losing a £400 million ($502 million) government contract. Here, Law360 looks at these and other new claims in the U.K.

Read full article » | Save to favorites »

Promo that reads Law360 2024 Titans of the Plaintiffs Bar Promo that reads Law360 Pulse 2024 AI Survey

LAW FIRMS IN TODAY'S NEWS

Akin Gump

Alling & Jillson

Armstrong Teasdale

Baker & Hostetler

Barnes & Thornburg

Bartlett LLP

Bielli & Klauder

Bird Marella

Boies Schiller

Bondurant Mixson

Brenner Saltzman

BrownWinick

Bryan Cave

Candey Ltd.

Christensen & Dougherty

Clement & Murphy

Clifford Chance

Clyde & Co

Conway Stoughton

Cooley LLP

DLA Piper

Dentons

Doll Amir

Eisenberg Rothweiler

Farrar & Ball

Fieldfisher

Fladgate LLP

Freeman Mathis

Freshfields

Fried Frank

Friedman Oster

Goodwin Procter

Greenberg Traurig

Gunderson Dettmer

Hartley LLP

Hill Dickinson

Hogan Lovells

Hunter Taubman

Hunton Andrews

Kaster Lynch

Kelly Hart

Kennedys Law LLP

Kessler Topaz

King & Wood Mallesons

Kirkland & Ellis

Kline & Specter

Krevolin & Horst

Labaton Keller

Latham & Watkins

Levi & Korsinsky

Loeb & Loeb

Macfarlanes LLP

Mayer Brown

McGuireWoods

Morgan Lewis

Munger Tolles

Murphy & Rudolf

Murphy Pearson

Napthens Solicitors

Paul Weiss

Pinsent Masons

Potter Anderson

Prickett Jones

Proskauer Rose

Rigrodsky Law

Robbins Alloy

Robbins Geller

Robbins LLP

Ropes & Gray

Scott&Scott

Simmons & Simmons

Simpson Thacher

Skadden Arps

Snell & Wilmer

Steptoe LLP

Stinson LLP

Taft Stettinius

Taylor Wessing

Venable LLP

Wachtell Lipton

White & Case

Wilson Sonsini

Winston & Strawn

Wolf Haldenstein

Yetter Coleman

Young Conaway

COMPANIES IN TODAY'S NEWS

Sapphire Ventures LLC

Activision Blizzard Inc.

Agri Stats Inc.

Alcon Vision LLC

Alexion Pharmaceuticals Inc.

Alon USA Energy Inc.

Altamont Capital Partners

Amazon.com Inc.

American Bar Association

American Council on Education

American Economic Liberties Project

American Hospital Association

American Public Media Group

Amgen Inc.

Anheuser-Busch Inbev SA/NV

Archer-Daniels-Midland Co.

Arctos Sports Partners

Ashford Hospitality Trust, Inc.

Ashford Inc.

Aston Martin Lagonda Ltd.

BNP Paribas SA

Bank of America Corp.

Bloomberg

Campbell Soup Co.

Capri Holdings Ltd.

Chevron Corp.

Cleveland Clinic Foundation

Compagnie Financière Tradition

DISH Network Corp.

Deloitte Touche Tohmatsu Ltd.

Deutsche Bank AG

Discover Financial Services Inc.

Electronic Frontier Foundation

Envato Pty Ltd.

Equity Residential

Essentia Health

Exxon Mobil Corp.

Federalist Society

Franklin Resources Inc.

General Mills Inc.

Greystar Real Estate Partners LLC

Guggenheim Partners LLC

HP Inc.

HSBC Holdings PLC

Halliburton Co.

Hatch Henderson Fivel LLC

Hewlett Packard Enterprise Co.

Ibotta Inc.

Indiana Hospital Association

Industrial Opportunity Partners LLC

Inovalon Holdings Inc.

International Business Machines Corp.

JELD-WEN Inc.

JPMorgan Chase & Co.

Jimmy Choo Ltd.

Kate Spade & Co.

LexisNexis Group Inc.

Life Care Centers of America

Liga Nacional de Futbol Profesional

LinkedIn Corp.

Lloyd's Market Association

MS Amlin PLC

Major League Baseball Inc.

Major Lindsey & Africa LLC

Marshfield Clinic Inc.

Masimo Corp.

Maxell Ltd.

Mediterranean Shipping Co. SA

Medtronic PLC

Miami Herald Media Co.

Michael Kors Holdings Ltd.

Microsoft Corp.

Mitel Networks Corp.

Monsanto Co.

Morgan Stanley

MorphoSys AG

Motorola Solutions Inc.

NBCUniversal Media LLC

National Conference of State Legislatures

Netflix Inc.

Nordic Capital Ltd.

Novartis AG

Orthofix Medical Inc.

Permira

Pioneer Natural Resources Co.

Princeton University

RealPage Inc.

Renaissance Capital

SIX Swiss Exchange

San Francisco Giants

Shutterstock Inc.

Sight Sciences Inc.

Sky PLC

Southwest Gas Holdings Inc.

Steves & Sons Inc.

Steward Health Care System LLC

Stuart Weitzman Inc.

Tapestry Inc.

Texas Capital Bancshares Inc.

The Carlyle Group Inc.

The DIRECTV Group Inc.

The Football Association Ltd.

The Goldman Sachs Group Inc.

The Kroger Co.

The New York Times Co.

The Williams Cos. Inc.

Therapeutics Inc.

Thomson Reuters Corp.

TikTok Inc.

United Steelworkers

Veritas Capital Fund Management LLC

Virgin Media Inc.

Vista Equity Partners Management LLC

Warner Bros. Discovery Inc.

iRobot Corporation

GOVERNMENT AGENCIES IN TODAY'S NEWS

Bureau of Labor Statistics

California Commission on Judicial Performance

California Department of Justice

Clayton County, Georgia

Consumer Financial Protection Bureau

Delaware Court of Chancery

Equal Employment Opportunity Commission

European Commission

European Union

Export-Import Bank of the United States

Federal Deposit Insurance Corp.

Federal Trade Commission

Food and Drug Administration

National Health Service

National Labor Relations Board

Occupational Safety and Health Administration

U.S. Attorney's Office for the Northern District of California

U.S. Court of Appeals for the Fourth Circuit

U.S. Court of Appeals for the Ninth Circuit

U.S. Department of Health and Human Services

U.S. Department of Justice

U.S. District Court for the District of Connecticut

U.S. District Court for the District of Delaware

U.S. District Court for the Eastern District of Virginia

U.S. District Court for the Northern District of California

U.S. District Court for the Southern District of California

U.S. District Court for the Southern District of New York

U.S. District Court for the Western District of Virginia

U.S. Securities and Exchange Commission

U.S. Senate

U.S. Supreme Court