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Mergers & Acquisitions
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September 02, 2024
Simpson Thacher-Led Blackstone Inks €1B Property Deal
Blackstone Inc. is snapping up an 80% holding in a portfolio of European properties valued at approximately €1 billion ($1.1 billion), seller Burstone Group Ltd. said Monday, with Simpson Thacher & Bartlett LLP advising the asset management giant.
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September 02, 2024
UK Underwriter Dual Buys Specialist Travel Insurance Co.
Underwriter Dual UK said Monday that it has acquired International Passenger Protection, a managing general agency, as it plots further expansion into the travel insurance sector.
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September 02, 2024
Dickson Minto-Led Investor Phoenix To Take Over UK Rival
Phoenix said Monday that a trust it runs has agreed to a proposal to merge with rival Artemis Alpha Trust PLC to create a stronger investment company with combined net assets potentially worth approximately £353 million ($464 million).
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August 30, 2024
Chancery Prunes $2.1M From Atty Fee Bid In Sculptor Merger
Class attorneys who helped secure a 14.4%, or $80.8 million, improvement in proceeds from Sculptor Capital Management's sale to Rithm Capital Corp. — plus a $6.5 million common fund — saw their $5.75 million fee proposal cut to $3.6 million in Delaware's Court of Chancery Friday.
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August 30, 2024
Vyaire Medical Gets OK For $90M Sale Of Business Units
A Delaware bankruptcy judge Friday approved the $90.5 million sale of ventilator maker Vyaire Medical's businesses, overriding creditor arguments that a deal with lenders apportioning the sale proceeds would leave Vyaire too little cash to get to the end of its Chapter 11 case.
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August 30, 2024
Semiconductor Co. Beats Investor Suit Over Failed $8B Merger
A California federal judge has dismissed a proposed investor class action filed over semiconductor company MaxLinear Inc.'s decision to cancel a planned $8 billion merger with Silicon Motion Technology Corp., finding investors' claims against the former can't stand because they held shares in the latter.
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August 30, 2024
Harris Admin Would Stay Course On Tough Antitrust Policy
Just two days after food and candy giant Mars announced its blockbuster $35.9 billion Kellanova purchase, Vice President Kamala Harris's campaign indicated plans to “crack down” on mergers between large food companies. That would differ significantly from another Trump presidency, which could see a generally more relaxed antitrust environment. Here, Law360 explores anticipated policy differences between the two.
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August 30, 2024
Monthly Merger Review Snapshot
The Federal Trade Commission went to court against Kroger's $25 billion purchase of Albertsons and geared up for its looming handbags merger case, the Justice Department added to its case against Live Nation, and the sports-streaming juggernaut partnering ESPN, Fox and Warner Bros. Discovery hit a significant roadblock.
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August 30, 2024
Off The Bench: NFL Lets PE In, Ex-NBA Pro Denies Agent Deal
In this week’s Off The Bench, the NFL shakes up its ownership rules and joins the rest of the pro sports world, while a former NBA player says his agency is trying to cling to him after he moved on. In case you were sidelined this week, Law360 is here to catch you up on the sports and betting stories that had our readers talking.
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August 30, 2024
Fla. Judge Won't Block Sale Of 18M Truth Social Co. Shares
A Florida judge on Friday denied a request by Donald Trump's Truth Social to block the sale of 18 million shares by two of the company's co-founders, finding that the company would not be irreparably harmed by having to rely on a damages remedy if the sale goes through.
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August 30, 2024
Adani Ports Pays $185M For Stake In Offshore Vessels Biz
Indian ports and logistics company Adani Ports and Special Economic Zone Ltd. on Friday revealed that it has agreed to take a controlling stake in offshore support vessel operator Astro in a $185 million cash deal.
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August 30, 2024
Why The NFL Finally Let Private Equity Onto The Playing Field
The National Football League took its time approving private equity investment in team ownership, and approached it more conservatively than its pro sports league counterparts, but experts say that ultimately the purchasing power of private equity players couldn't be ignored, and the policy change will lead to significant financial benefits.
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August 30, 2024
Cancer Detection Co. Valued At $375M In SPAC Merger
Blank check company Mountain Crest Acquisition Corp. V, advised by Loeb & Loeb LLP, announced that it has agreed to merge with and take public Korean cancer diagnosis technology company CubeBio Co. Ltd., led by Nelson Mullins Riley & Scarborough LLP, in a deal valued at $375 million.
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August 29, 2024
Ex-SPAC Agrees To Face 'Springing Penalty' In SEC Case
Former blank check company National Energy Services Reunited Corp. has agreed to pay the U.S. Securities and Exchange Commission $400,000, with a potential additional penalty of $1.2 million if it doesn't undertake certain remediation efforts, over alleged financial reporting and controls failures stemming from its acquisition of 2 companies.
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August 29, 2024
DLA Piper Steers Tech-Focused SPAC GigCapital's Latest IPO
GigCapital7 Corp., the latest special-purpose acquisition company led by technology-focused entrepreneur Avi Katz, began trading Thursday after completing a downsized initial public offering that raised $200 million, represented by DLA Piper and underwriters' counsel Lucosky Brookman LLP.
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August 29, 2024
Schwab's 'Cash Sweep' Paid For TD Ameritrade Buy, Suit Says
The Charles Schwab Corp. has been hit with a proposed class action in California federal court by three customers alleging that the investment bank obtains "outsized benefits" from its cash sweep programs and used a significant amount of the cash to finance its $26 billion acquisition of TD Ameritrade Holding Corp. several years ago.
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August 29, 2024
NLRB Partners With Other Feds In Merger Probes
The National Labor Relations Board said it's teaming up with the U.S. Department of Justice, the U.S. Department of Labor and the Federal Trade Commission to investigate mergers that present competition concerns for workers.
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August 29, 2024
Class Attys Seek Chancery Doc Sanctions In Santander Suit
An attorney for Santander Consumer USA Holdings Inc. stockholders urged a Delaware vice chancellor Thursday to exercise the court's "common law" document retention enforcer role during arguments for sanctions against the big auto lender's board, controller and parent for deleting messages before a $2.5 billion minority squeeze-out merger.
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August 29, 2024
FTC Wants Kroger's Constitution Suit To Follow Merger Case
The Federal Trade Commission is sparring with Kroger over where, and when, to handle the grocery giant's constitutional counterattack to the FTC's merger challenge, with the agency teeing up a bid to move the company's Ohio federal court suit to Oregon, where it's defending the proposed Albertsons purchase.
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August 29, 2024
Deals Rumor Mill: Ackman IPO, Covestro Takeover, Trinitech
Bill Ackman is reviving plans for an initial public offering of his new closed-end fund, Abu Dhabi National Oil Company is inching closer to launching a takeover of plastics company Covestro, and private equity owners are exploring a $2 billion sale of financial software firm Trintech. Here, Law360 breaks down these and other notable deal rumors from the past week.
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August 29, 2024
4 Firms Guide VivoPower Subsidiary's $904M SPAC Merger
Electric utility vehicle company Tembo E-LV on Thursday announced that it has agreed to merge with special purpose acquisition company Cactus Acquisition Corp. 1 Ltd. in a deal built by four law firms that values the combined business at $904 million.
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August 29, 2024
Nippon Pledges $1.3B For US Steel In Quest For US Approval
Nippon Steel Corp. has pledged to inject an additional $1.3 billion into United States Steel Corp. facilities as the Japanese company looks to get over the finish line with U.S. regulators on its controversial $14.9 billion merger proposal.
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August 29, 2024
Hogan Lovells-Led Paint Company Sells Silicas Biz For $310M
Hogan Lovells-advised paint company PPG on Thursday announced that it has agreed to sell its silicas business to Polish chemicals company Qemetica SA in a deal that would produce roughly $310 million in pre-tax proceeds.
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August 29, 2024
Marathon Oil Stockholders Approve $23B ConocoPhillips Deal
Marathon Oil Corp. said Thursday it has received the necessary stockholder approval for its pending $22.5 billion merger with ConocoPhillips, as the companies race to get the deal done amid an ongoing U.S. regulatory review.
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August 29, 2024
Kirkland Guiding Oneok On $5.9B Energy Infrastructure Deals
Kirkland & Ellis LLP is guiding Oneok Inc. on agreements to purchase Global Infrastructure Partners' interest in EnLink Midstream LLC for $3.3 billion, and GIP's interest in Medallion Midstream LLC for $2.6 billion, expanding Oneok's energy transport and storage capabilities in the Permian Basin and Gulf Coast, the company said in a statement Thursday.
Expert Analysis
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Del. Lessons For Director-Nominees On Sharing With Activists
The Delaware Chancery Court's recent decision in Icahn Partners v. deSouza finding that a director wasn't permitted to share certain privileged information with the activist stockholders that nominated him shows the need for companies to consider imposing appropriate confidentiality requirements on directors, say attorneys at Sullivan & Cromwell.
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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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New Proposal Signals Sharper Enforcement Focus At CFIUS
Last week's proposed rule aimed at broadening the Committee on Foreign Investment in the United States' enforcement authority over foreign investments and increasing penalties for violations signals that CFIUS intends to continue expanding its aggressive monitoring of national security issues, say attorneys at Kirkland.
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4 Ways AI Tools Can Improve Traditional Merger Analyses
Government officials at the American Bar Association's annual antitrust spring meeting last week reinforced the view that competition cases will increasingly rely on sophisticated data analysis, so companies will likewise need to use Big Tech quantitative techniques to improve traditional merger analyses, say Patrick Bajari, Gianmarco Calanchi and Tega Akati-Udi at Keystone.
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Oracle Ruling Underscores Trend Of Mootness Fee Denials
The Delaware Chancery Court’s recent refusal to make tech giant Oracle shoulder $5 million of plaintiff shareholders' attorney fees illustrates a trend of courts raising the standard for granting the mootness fee awards once ubiquitous in post-merger derivative disputes, say attorneys at Troutman Pepper.
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Blocked JetBlue-Spirit Deal Illustrates New Antitrust Approach
The U.S. Department of Justice’s recent successful block of a merger between JetBlue Airways and Spirit Airlines demonstrates antitrust enforcers’ updated and disparate approach to out-of-market benefits versus out-of-market harms, say Lisa Rumin and Anthony Ferrara at McDermott.
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Comparing Corporate Law In Delaware, Texas And Nevada
With Elon Musk's recent decision to reincorporate his companies outside of Delaware, and with more businesses increasingly considering Nevada and Texas as corporate homes, attorneys at Baker Botts look at each jurisdiction's foundation of corporate law, and how the differences can make each more or less appealing based on a corporation's needs.
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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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Opinion
Aviation Watch: Not All Airline Mergers Hurt The Public
The U.S. Department of Justice's actions to block recent attempted airline mergers have been touted as serving the interests of the consumers — but given the realities of the deregulated air travel market, a tie-up like the one proposed between JetBlue and Spirit might have been a win for the public, says Alan Hoffman, a retired attorney and aviation expert.
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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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Calif. Verdict Showcases SEC's New 'Shadow Trading' Theory
Last week's insider trading verdict, delivered against biopharmaceutical executive Matthew Panuwat by a California federal jury, signals open season on a new area of regulatory enforcement enabled by the U.S. Securities and Exchange Commission's shadow trading theory, say Perrie Weiner and Aaron Goodman at Baker McKenzie.
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Climate Disclosure Mandates Demand A Big-Picture Approach
As carbon emissions disclosure requirements from the European Union, California and the U.S. Securities and Exchange Commission take effect, the best practice for companies is not targeted compliance with a given reporting regime, but rather a comprehensive approach to systems assessment and management, says David Smith at Manatt.
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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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Considerations For Evaluating IP Risks In Cannabis M&A
Due to the patchwork of state cannabis laws in the U.S., investors and businesses acquiring intellectual property must assess whether a trademark portfolio possesses any vulnerabilities, such as marks that are considered attractive to children or third-party claims of trademark infringement, say Mary Shapiro and Nicole Katsin at Evoke Law.
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A Snapshot Of The Evolving Restrictive Covenant Landscape
Rachael Martinez and Brooke Bahlinger at Foley highlight recent trends in the hotly contested regulation and enforcement of noncompetition and related nonsolicitation covenants, and provide guidance on drafting such provisions within the context of stand-alone employment agreements and merger or acquisition transactions.