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Private Equity
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May 20, 2024
Chancery Preserves Most Of Super Group SPAC Suit
A shareholder of a blank-check company who's suing its sponsor and top leaders in Delaware's Court of Chancery got the green light Monday to move ahead with most of his proposed class claims related to the SPAC's $4.75 billion merger with the online sports betting company that runs online casinos Betway and Spin.
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May 20, 2024
Catching Up With Delaware's Chancery Court
Delaware was full of drama last week, as proposed changes to the state's corporate law statutes raised eyebrows and a professor's friend-of-the-court brief sparked a very unfriendly public exchange. Delaware's court of equity banged the gavel on pipeline and social media disputes, and shareholders filed new suits alleging insider trading, vote bungling, unfair stock buybacks and merger shenanigans. In case you missed any of it, here's the recap of all the top news last week from Delaware's Chancery Court.
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May 20, 2024
VC Firm To Take Israeli Software Biz Private In $150M Deal
Artificial intelligence-fueled customer intelligence solutions provider Glassbox said Monday it's agreed to be bought by longtime investor venture capital firm Alicorn Venture Partners, in an all-cash, take-private deal valued at around $150 million and led by Herzog Fox & Neeman and Fischer (FBC & Co.).
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May 20, 2024
Shah Ends Novavax Proxy Fight Following Sanofi Deal
Hedge fund Shah Capital Management Inc. told fellow Novavax Inc. shareholders Monday that it is ending its fight to remove certain members of the biotech company's board, citing its favorable view of Novavax's licensing deal with Sanofi earlier this month.
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May 20, 2024
Simpson Thacher Leads Blackstone In $705M Biltmore Sale
Blackstone said Monday it has closed the sale of the Arizona Biltmore in Phoenix to private equity real estate firm Henderson Park for $705 million, confirming January reports that the transaction was under contract and revealing Simpson Thacher & Bartlett LLP and Jones Day as counsel behind the deal.
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May 20, 2024
Latham-Led CyberArk Buying PE-Backed Venafi In $1.54B Deal
Latham & Watkins LLP is guiding Newton, Massachusetts-based CyberArk on a new deal to buy fellow cybersecurity company Venafi from Chicago-based private equity firm Thoma Bravo, represented by Kirkland & Ellis LLP, at an enterprise value of $1.54 billion, CyberArk said Monday.
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May 20, 2024
Video Gaming Biz 'Minded' To Back £2B EQT Takeover Offer
Gaming services group Keywords Studios PLC said Monday that it could back a £2 billion ($2.5 billion) proposed takeover bid from EQT, after it rejected four earlier possible offers from the Swiss private equity shop.
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May 17, 2024
Judge Doubts 9th Circ. Ruling Upends VC's Fraud Conviction
A California federal judge appeared skeptical Friday of convicted self-described "millennial" venture capitalist Michael Rothenberg's renewed request for a new trial or acquittal in light of a recent Ninth Circuit decision clarifying "materiality" in the federal criminal fraud statutes, doubting that Rothenberg was prejudiced by jury instructions addressing materiality.
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May 17, 2024
T-Mobile Must Face Sprint Merger Suit Before Appealing
The Seventh Circuit summarily rejected T-Mobile's move for interlocutory appeal in a proposed consumer class action targeting the company's 2020 merger with Sprint, allowing the case to advance to discovery after the district court denied T-Mobile's motion to dismiss in the fall.
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May 17, 2024
Kohl's Directors' Aversion To Sale Was Self-Serving, Suit Says
A Kohl's shareholder has hit the retailer's brass with a derivative suit alleging they covered up the results of a disastrous shift in business strategy and takeover offers, all in a bid to protect their own positions.
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May 17, 2024
RedBird Flags Brookfield 'Gamesmanship' In Chancery Suit
Private investment firm RedBird Capital Partners has urged Delaware's Court of Chancery to strike unauthorized motions by Brookfield Infrastructure Partners seeking dismissal of a RedBird suit to recover a $150 million escrow included in a $5.7 billion sale of data centers to Brookfield affiliates last year.
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May 17, 2024
Debevoise Hires Former Clifford Chance US Antitrust Head
Tim Cornell, former head of the U.S. antitrust group at Clifford Chance LLP, will join Debevoise & Plimpton LLP's Washington, D.C., office as partner, Debevoise announced Friday.
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May 17, 2024
Chicago Tribune Accused Of Underpaying Female, Black Staff
A group of Chicago Tribune journalists sued the paper and its parent Alden Global Capital in Illinois federal court on Thursday alleging sex and race discrimination that has caused more than 50 reporters and editors to get paid thousands of dollars per year less than their white male colleagues.
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May 17, 2024
McDermott Adds Dechert Blockchain Ace In Calif. Offices
McDermott Will & Emery LLP is growing its transactions team, announcing Friday it is bringing in a Dechert LLP blockchain and digital assets expert as a partner in its Orange County and Silicon Valley offices.
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May 17, 2024
Winston & Strawn Leads Asia-Focused SPAC $100M IPO
Shares of RF Acquisition II, a special-purpose acquisition company targeting the technology sector in Asia, began trading publicly on Friday following the company's $100 million initial public offering.
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May 17, 2024
Blackstone Leads $7.5B Financing For AI-Focused CoreWeave
Artificial intelligence-focused infrastructure provider CoreWeave said Friday it had secured an agreement for a $7.5 billion debt financing facility provided by Blackstone with strategic participation from hedge fund Magnetar Capital, the co-lead investor, and tech investor Coatue.
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May 17, 2024
Concord Drops Bid For Music Rights Rival Hipgnosis
Concord has "unanimously decided" to pull out of the bidding war to buy its rival operator, Hipgnosis Songs Fund, leaving private equity giant Blackstone in pole position to buy the music rights company.
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May 16, 2024
Deals Rumor Mill: Shein IPO, Kraft Heinz, Cinven-Jaggaer
Online fashion giant Shein is shifting IPO plans from the U.S. to London amid resistance from U.S. lawmakers and Chinese regulators, Kraft Heinz wants to sell its Oscar Mayer business, and private equity firm Cinven hopes to divest software firm Jaggaer for $3 billion. Here, Law360 breaks down these and other notable deal rumors from the past week.
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May 16, 2024
No Relief For Struggling SPACs Under Buyback Tax Proposal
Special-purpose acquisition companies won't get sought-after relief from a new 1% tax on stock buybacks under a recent Treasury Department proposal that otherwise provides helpful clarity on the tax's implications for the subdued SPAC market, lawyers say.
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May 16, 2024
Top Linklaters Attys See PE Rebound In Run-Up To Elections
After a subtle uptick in private equity deal values in the first quarter, the global chair of Linklaters LLP's corporate department in New York, George Casey, and one of its top PE dealmakers in London, Alex Woodward, believe the pace of transactions is picking up and the market is primed for a comeback.
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May 16, 2024
Colombian Consumer Lender Hits Ch. 11 To Trim $55M Of Debt
Colombian consumer lending giant Credivalores-Crediservicios filed for bankruptcy in New York on Thursday, with a prepackaged Chapter 11 plan to cut $55 million from its balance sheet and emerge from bankruptcy next month.
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May 16, 2024
V&E Guides Crescent Energy On $2.1B SilverBow Buy
Vinson & Elkins LLP is guiding Crescent Energy Co. on a new agreement to purchase Gibson Dunn & Crutcher LLP-led SilverBow Resources Inc. in a transaction valued at $2.1 billion, the Houston-based energy companies said Thursday.
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May 16, 2024
Haynes Boone Adds Sheppard Mullin RE Finance Pro In Calif.
Haynes and Boone LLP continues to grow its Orange County office, announcing Wednesday that a Sheppard Mullin Richter & Hampton LLP real estate finance ace is joining the office in Costa Mesa, California, as a partner.
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May 16, 2024
Siemens Selling Innomotics Unit To PE Firm KPS In $3.8B Deal
German tech conglomerate Siemens AG said Thursday it has agreed to sell its Innomotics large motors and drives unit to New York City-based private equity firm KPS Capital Partners at an enterprise value of €3.5 billion, or roughly $3.8 billion.
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May 15, 2024
Two Firms To Lead GrafTech Suit Over Environmental Issues
An Ohio federal judge on Wednesday appointed Abraham Fruchter & Twersky LLP and Robbins Geller Rudman & Dowd LLP to lead a shareholder class action against GrafTech International, accusing the electrode-maker of covering up its environmental contamination in Monterrey, Mexico, in the run-up to its initial public offering.
Expert Analysis
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10 Tips For ESG Disclosure Compliance In Private Funds
Excerpt from Practical Guidance
As regulators increase scrutiny of misleading claims about environmental, social and governance investments, private fund sponsors should consider several practical tips for communicating accurately with potential investors, drafting comprehensive disclosures and establishing internal policies that can keep pace with evolving compliance requirements, says Jonathan Rash at Ropes & Gray.
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Highlights From The 2024 ABA Antitrust Spring Meeting
U.S. merger enforcement and cartels figured heavily in this year's American Bar Association spring antitrust meeting, where one key takeaway included news that the Federal Trade Commission's anticipated changes to the Hart-Scott-Rodino form may be less dramatic than many originally feared, say attorneys at Freshfields.
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What FERC's Disclosure Demands Mean For Cos., Investors
Two recent Federal Energy Regulatory Commission orders reflect the commission's increasingly meticulous approach to reviewing corporate structures in applications for approval of proposed consolidations, acquisitions or changes in control — putting the onus on the regulated community to track and comply with ever-more-burdensome disclosure requirements, say attorneys at Willkie.
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Series
Whitewater Kayaking Makes Me A Better Lawyer
Whether it's seeing clients and their issues from a new perspective, or staying nimble in a moment of intense challenge, the lessons learned from whitewater kayaking transcend the rapids of a river and prepare attorneys for the courtroom and beyond, says Matthew Kent at Alston & Bird.
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This Earth Day, Consider How Your Firm Can Go Greener
As Earth Day approaches, law firms and attorneys should consider adopting more sustainable practices to reduce their carbon footprint — from minimizing single-use plastics to purchasing carbon offsets for air travel — which ultimately can also reduce costs for clients, say M’Lynn Phillips and Lisa Walters at IMS Legal Strategies.
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Opinion
Post-Moelis Del. Corp. Law Proposal Would Hurt Stockholders
The proposed Delaware General Corporation Law amendment in response to the Court of Chancery's recent opinion in West Palm Beach Firefighters' Pension Fund v. Moelis would upend the foundational principle of corporate law holding that directors govern corporations in the interest of stockholders — and the potential harm would be substantial, say attorneys at Block & Leviton.
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Management Incentives May Be Revisited After PE Investment
As the economic climate shifts, key parties in private equity investment transactions may become misaligned, and management incentive plans could become ineffective — so attentive boards may wish to caucus with management to evaluate continued alignment, say Austin Lilling and Nida Javaid at Morgan Lewis.
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Practicing Law With Parkinson's Disease
This Parkinson’s Awareness Month, Adam Siegler at Greenberg Traurig discusses his experience working as a lawyer with Parkinson’s disease, sharing both lessons on how to cope with a diagnosis and advice for supporting colleagues who live with the disease.
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The Merger Cases That Will Matter At ABA Antitrust Meeting
While the American Bar Association's Antitrust Spring Meeting this week will cover all types of competition law issues in the U.S. and abroad, expect the federal agencies' recent track record in merger enforcement to be a key area of focus on the official panels and in cocktail party chatter, say attorneys at Freshfields.
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Series
Playing Hockey Makes Me A Better Lawyer
Nearly a lifetime of playing hockey taught me the importance of avoiding burnout in all aspects of life, and the game ultimately ended up providing me with the balance I needed to maintain success in my legal career, says John Riccione at Taft.
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For Lawyers, Pessimism Should Be A Job Skill, Not A Life Skill
A pessimistic mindset allows attorneys to be effective advocates for their clients, but it can come with serious costs for their personal well-being, so it’s crucial to exercise strategies that produce flexible optimism and connect lawyers with their core values, says Krista Larson at Stinson.
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Private Capital Considerations Amid Market Revival
As improved market conditions position traditional financing to regain lost market share, it's also worth considering the pace and structure of private credit and other forms of private capital, especially when seeking to set unique terms or build new corporate relationships, say attorneys at Skadden.
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Opinion
Requiring Leave To File Amicus Briefs Is A Bad Idea
A proposal to amend the Federal Rules of Appellate Procedure that would require parties to get court permission before filing federal amicus briefs would eliminate the long-standing practice of consent filing and thereby make the process less open and democratic, says Lawrence Ebner at the Atlantic Legal Foundation and DRI Center.
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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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A Look At Recent Challenges To SEC's Settlement 'Gag Rule'
Though they have been unsuccessful so far, opponents of the U.S. Securities and Exchange Commission's so-called gag rule, which prevents defendants from denying allegations when settling with the SEC, are becoming increasingly vocal and filing more challenges in recent years, say Mike Blankenship and Regina Maze at Winston & Strawn.