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Mergers & Acquisitions
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June 12, 2024
Sen. Dems Seek Criminal Penalties For PE Hospital 'Looters'
A pair of Democratic senators are targeting private equity's role in the healthcare industry, introducing new legislation Tuesday that would give federal and state enforcers new tools to go after firms they say are "looting" hospital systems and other providers, including possibly jailing executives if patient deaths result.
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June 12, 2024
Rimon Hires 5 Partners, Expands Global Transactions Team
A team of five partners focusing on transactional, finance and corporate matters has joined Rimon PC across several countries to represent investors, asset managers, credit funds and other clients.
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June 12, 2024
Matador Paying $1.9B For EnCap Delaware Basin Assets
Dallas-based Matador Resources Co. said Wednesday it has agreed to pay just over $1.9 billion for a subsidiary of the EnCap Investments portfolio company Ameredev II Parent, taking control of oil and natural gas producing properties across the Delaware Basin.
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June 12, 2024
4 Firms Steer $3.7B Canadian Banking Merger
Four firms are serving as the key legal advisers on a newly inked agreement for National Bank of Canada to purchase Canadian Western Bank, or CWB, in a deal that values the latter institution at approximately CA$5 billion ($3.7 billion) and sent its stock soaring more than 70% Wednesday.
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June 12, 2024
Shareholders To Settle Discovery-AT&T Merger Suit In Del.
Former shareholders of Discovery Inc. who sued in Delaware's Court of Chancery over the media entertainment company's $43 billion merger with AT&T in 2022 have agreed to settle their class action and intend to finalize settlement documentation by July 5, the parties told the court late on Tuesday.
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June 11, 2024
2nd Circ. Cites Macquarie In Booting Suit Over Go-Private Deal
The Second Circuit refused to revive a proposed class action accusing a real estate services provider of artificially depressing share prices, applying apparently for the first time the U.S. Supreme Court's Macquarie decision on alleged failures to disclose certain information.
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June 11, 2024
HashiCorp Hit With Investor Suit Over $6.4B Sale To IBM
Software company HashiCorp Inc. and its board members face an investor suit seeking to halt an upcoming shareholder vote on a proposed $6.4 billion acquisition of HashiCorp by tech giant IBM, alleging the deal would unfairly benefit company insiders and hasn't been properly detailed in required filings.
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June 11, 2024
Slow IPO Recovery Expected To Accelerate In 2025
More companies are preparing initial public offerings even as the pace of new listings has been slower than anticipated, experts said Tuesday, signaling that an IPO recovery is likely to accelerate next year after investors sort out November election results.
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June 11, 2024
FTC Gets Short Extension On Novant Deal Pause
A North Carolina federal court Tuesday extended an order preventing Novant Health from closing its $320 million deal for a pair of hospitals in the state by 10 days to give the Federal Trade Commission time to ask the Fourth Circuit to pause the transaction.
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June 11, 2024
AlphaSense Valued At $4B After $650M Investment Round
New York-based market intelligence platform AlphaSense said Tuesday it has raised $650 million in funding as part of an agreement to buy data provider Tegus, valuing AlphaSense at $4 billion.
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June 11, 2024
Swedish Software Co. IFS Buying Copperleaf In CA$1B Deal
Linköping, Sweden-based IFS AB has agreed to purchase Canada's Copperleaf Technologies Inc. for about CA$1 billion ($725.6 million), the companies said Tuesday.
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June 11, 2024
Wilson Sonsini-Led Yext Paying Up To $220M For Hearsay
Wilson Sonsini Goodrich & Rosati PC is advising Yext Inc. on a new agreement to acquire Latham & Watkins LLP-repped Hearsay Systems, a client engagement platform for financial services, for $125 million and up to an additional $95 million if certain performance metrics are hit.
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June 10, 2024
Rehab Clinics Add To MultiPlan Insurance Fixing Pile-On
Addiction treatment providers sued MultiPlan, Aetna, Cigna, UnitedHealth and Elevance Friday and Saturday in 14 separate New York federal court complaints that appear to be the first to add substance abuse disorder-specific allegations to the cases pegging MultiPlan at the center of a scheme to suppress insurer payouts.
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June 10, 2024
Chancery Retains Most Healthcare Tech Merger Suit Claims
Nearly all the allegations of fraud, breach of contract and related claims lodged by healthcare technology venture Trifecta Multimedia Holdings Inc. against acquirer WCG Clinical Services have survived dismissal challenges and will move toward trial, a Delaware vice chancellor ruled Monday.
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June 10, 2024
Ex-Sports Illustrated Publisher Countersues Owner In TM Row
The former publisher of Sports Illustrated has filed a countersuit alleging that the magazine's owner, Authentic Brands Group, made it impossible to run the magazine and then conspired to install a competitor as the new publisher.
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June 10, 2024
House Dems Push For More Info On Sports Streaming Venture
A pair of House Democrats are pushing The Walt Disney Co., Fox and Warner Bros. Discovery for more information on their planned joint streaming venture, saying the companies' previous response did not assuage their concerns about competition, consumer protection and pricing.
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June 10, 2024
Conn. Hospital Broke $4.25M Property Sale Deal, Buyer Says
A Connecticut hospital has been accused in state court of breaking its $4.25 million property sale contract after the sale was called off following the hospital's merger with Northwell Healthcare Inc.
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June 10, 2024
Arnold & Porter Advises Cognizant On $1.3B Belcan Buy
Arnold & Porter Kaye Scholer LLP is guiding Cognizant on a newly inked agreement to buy Kirkland & Ellis LLP-repped Belcan for about $1.3 billion, Cognizant said in a statement Monday.
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June 10, 2024
FTC To Fight Go-Ahead Order On Novant $320M Hospital Deal
Just days after a district court loss, the Federal Trade Commission said Monday it will ask the Fourth Circuit to step in and block Novant Health from buying two North Carolina hospitals in a $320 million deal the agency contends would harm competition.
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June 10, 2024
Conduent Buys Back $132M Of Shares From Carl Icahn
Business services provider Conduent Inc. on Monday agreed to repurchase $132 million of common stock from activist investor Carl Icahn, ending Ichahn's stock in the company through a deal guided by Willkie Farr & Gallagher LLP and Holland & Knight LLP.
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June 10, 2024
Addus HomeCare Buys Gentiva's Personal Care Biz For $350M
Home care services company Addus HomeCare Corp. on Monday unveiled plans to buy the personal care operations from hospice company Gentiva for an anticipated price of roughly $350 million in a deal shaped by three law firms.
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June 10, 2024
Catching Up With Delaware's Chancery Court
Big players and big moves dominated much of the past week in Delaware's Court of Chancery, as Tesla in particular and big corporations in general showed their pique over rulings that went toward stockholders or against conventional expectations.
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June 10, 2024
Vista Outdoor Rejects MNC's Over $3B Takeover Bid
Vista Outdoor Inc. said Monday that it rejected MNC Capital Partners' over $3 billion takeover offer that it lobbed at the outdoor goods company last week, while simultaneously announcing a new $2 billion offer for its sporting products division from an undisclosed U.S.-based private investment firm.
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June 10, 2024
Elliott Presses Southwest Airlines For Leadership Changes
Elliott Investment Management LP said Monday that it has amassed a stake in Southwest Airlines of approximately $1.9 billion as it pushed the airline to make leadership changes, but Southwest was quick to defend its top brass.
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June 10, 2024
Ventilator Co. Vyaire Hits Ch. 11 As COVID Demand Wanes
Vyaire Medical Inc., a company that makes breathing ventilators and other respiratory treatment and diagnosis products, filed for Chapter 11 protection in Delaware after demand for its products waned following the COVID-19 pandemic.
Expert Analysis
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Perspectives
6 Practice Pointers For Pro Bono Immigration Practice
An attorney taking on their first pro bono immigration matter may find the law and procedures beguiling, but understanding key deadlines, the significance of individual immigration judges' rules and specialized aspects of the practice can help avoid common missteps, says Steven Malm at Haynes Boone.
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Bank M&A Considerations Amid 2024's Regulatory Uncertainty
Following the decline in banking mergers to the lowest level in more than a decade last year, receptiveness to community bank combinations and positive macroeconomic factors may help banks with less than $50 billion in assets see increased deal-making opportunities this year, despite regulatory uncertainty, say Robert Azarow and Amber Hay at Arnold & Porter.
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Lessons From Country Singer's Personal Service Saga
Recent reports that country singer Luke Combs won a judgment against a Florida woman who didn’t receive notice of the counterfeit suit against her should serve as a reminder for attorneys on best practices for effectuating service by electronic means, say attorneys at Jenner & Block.
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Inside Del. Determinations Of Specific Performance In M&A
Delaware M&A rulings, including several from the end of 2023, shed light on the facts that courts may consider when determining whether a party to a transaction is entitled to specific performance, say attorneys at White & Case and Odeko.
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9 Contractual Issues Tech Startups Should Be Wary Of
Technology startups often overlook relatively simple but crucial contracting steps that are essential to owning and protecting their intellectual property, and the consequences of this will almost always surface at some point, typically in connection with a key investment or other significant transaction involving the business, say attorneys at Mayer Brown.
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A Potential Proactive Tool For Public-Private Joint Ventures
In the current environment of heightened antitrust enforcement, the National Cooperative Research and Production Act seems tailor-made for the collaborative work among competitors encouraged by the Biden administration's infrastructure and green energy funding legislation, say Jeetander Dulani and Susan Ebner at Stinson.
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Bracing For Calif.'s New Health Transaction Framework
As California's new cost and market impact review regulations' April 1 date for its updated notice and review process approaches, healthcare entities should ready themselves for dramatic changes to the state's regulatory landscape and prepare for potentially substantial transaction delays, say Jordan Grushkin and Matthew Goldman at Sheppard Mullin.
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FERC Actions Signal Concern Over Investors' Utility Stakes
Two recent orders and a notice of inquiry from the Federal Energy Regulatory Commission on the subject of whether large investors are asserting control of public utilities signal increasing regulatory scrutiny of the investment community's influence over the electric power industry, say attorneys at Day Pitney.
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10 Global Antitrust Trends To Anticipate In 2024
Proactive navigation of the antitrust enforcement environment remains crucial this year as legal policy and tools evolve to meet intensifying global economic complexity, including geopolitical tensions, trade realignment, market volatility and inflation, say attorneys at Freshfields.
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Series
Baking Bread Makes Me A Better Lawyer
After many years practicing law, and a few years baking bread, I have learned that there are a few keys to success in both endeavors, including the assembly of a nourishing and resilient culture, and the ability to learn from failure and exercise patience, says Rick Robinson at Reed Smith.
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Federal Courts And AI Standing Orders: Safety Or Overkill?
Several district court judges have issued standing orders regulating the use of artificial intelligence in their courts, but courts should consider following ordinary notice and comment procedures before implementing sweeping mandates that could be unnecessarily burdensome and counterproductive, say attorneys at Curtis.
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Time To Step Up PFAS Due Diligence In Cross-Border M&A
Regulations in the U.S. and EU governing per- and polyfluoroalkyl substances will likely evolve to become global standards out of necessity and scale, so PFAS due diligence — particularly for buyers, sellers, and lenders and investors involved in multijurisdictional mergers and acquisitions — will be essential in 2024, say attorneys at Shipman & Goodwin.
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What Can Be Learned From Adobe-Figma Merger Termination
The Competition and Markets Authority’s role in the recent termination of the proposed Adobe-Figma merger deal indicates the regulator's intention to be seen as a strong enforcer in the technology sphere, and serves as a warning for companies to address antitrust risks early on in the merger process, say Deirdre Taylor and Molly Heslop at Gibson Dunn.
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Wachtell-X Ruling Highlights Trend On Arbitrability Question
A growing body of case law, including a California state court's recent decision in X Corp. v. Wachtell, holds that incorporation of specific arbitral body rules in an arbitration provision may in and of itself constitute clear and unmistakable evidence of delegation of arbitrability to an arbitrator, and thus such clauses should be drafted carefully, say attorneys at Norton Rose.
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7 E-Discovery Predictions For 2024 And Beyond
The legal and technical issues of e-discovery now affect virtually every lawsuit, and in the year to come, practitioners can expect practices and policies to evolve in a number of ways, from the expanded use of relevancy redactions to mandated information security provisions in protective orders, say attorneys at Littler.