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Mergers & Acquisitions
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June 20, 2024
Assa Abloy Says Deal Monitor Going Too Far
Assa Abloy has told a D.C. federal court that a monitoring trustee installed after the company settled a government merger challenge is taking things too far by trying to conduct a five-year, industry-wide study that's on pace to cost the company $20 million.
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June 20, 2024
Deals Rumor Mill: Carlyle-KKR, Didi IPO, Open AI
The deals rumor mill is often overflowing with transactions that are reportedly close to being signed, so it can be hard to know which ones to stay on top of.
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June 20, 2024
PPG Sues Westlake In Delaware Over $707M Brazil Liability
Pittsburgh global paint supplier PPG Industries Inc. has sued chemical supplier Westlake Corp. in Delaware's Court of Chancery, accusing Westlake of breaching a 2012 agreement to accept liabilities related to a cargo ship fire that happened off the coast of Brazil in 1998.
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June 20, 2024
AssetMark To Buy $12B In Assets From Financial Services Biz
Davis Polk & Wardwell LLP-advised wealth management platform AssetMark Inc. on Thursday announced a strategic partnership with Morningstar Wealth under which AssetMark will acquire roughly $12 billion in assets from the Morningstar Wealth Turnkey Asset Management Platform.
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June 20, 2024
Skadden, Weil Guide Honeywell's $1.9B Defense Tech Co. Buy
Honeywell International Inc. said Thursday it plans to acquire defense electronics company CAES Systems Holdings LLC in a $1.9 billion all-cash deal guided by Skadden Arps Slate Meagher & Flom LLP and Weil Gotshal & Manges LLP that Honeywell said would enhance its radio frequency technology offerings for military aircraft, missiles and drones.
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June 20, 2024
Dickinson Wright Brings On McDermott, Bell Nunnally Attys
Dickinson Wright PLLC added a pair of new members who include a commercial finance and real estate attorney from Bell Nunnally & Martin LLP based in Austin, Texas, and a tax and incentives attorney from McDermott Will & Emery LLP in Fort Lauderdale, Florida.
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June 20, 2024
5 Firms Build Masdar's $3.4B Buy Of Greek Energy Biz
United Arab Emirates renewable energy company Masdar on Thursday unveiled plans to acquire two-thirds of Greek clean energy platform Terna Energy SA in a deal that boasts a €3.2 billion ($3.4 billion) enterprise value and was built by five law firms.
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June 20, 2024
Linklaters Guides Tate & Lyle On $1.8B CP Kelco Deal
Food producer Tate & Lyle PLC said Thursday that it will buy U.S. nature-based ingredients maker CP Kelco from industrial products producer JM Huber Corp. in a cash and share deal worth $1.8 billion, to tap into the trend toward plant-based and clean ingredients.
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June 18, 2024
Del. House Panel Splits On Senate-Passed Corp. Law Change
A divided Delaware House committee released on Tuesday contested amendments to the state's general corporation law, sending the measure toward a full House vote after sometimes edgy testimony that included a committee chair's shutdown of an opposing law professor's reference to HBO's seamy corporate drama series "Succession."
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June 18, 2024
4 Firms Steer Family-Owned Baker Europastry's IPO Plans
Family-owned frozen bakery products giant Europastry S.A. said Tuesday that it plans to raise €225 million ($241.7 million) in fresh capital through an initial public offering on Spanish stock exchanges guided by four law firms, adding to a recent uptick in European IPOs.
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June 18, 2024
Blackstone Plans Takeover Of Japan's Infocom In $1.7B Deal
Blackstone said Tuesday it is planning to take Japanese digital comic distributor Infocom private in a deal that marks its largest private equity deal ever in Japan, worth 275 billion yen ($1.7 billion).
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June 18, 2024
Microsoft Says Starbucks Ruling Hurts FTC's Activision Case
Microsoft told the Ninth Circuit on Monday that the U.S. Supreme Court's recent ruling requiring labor regulators to meet a four-factor test in order to win a preliminary injunction undercuts the Federal Trade Commission's bid to halt the company's $68.7 billion acquisition of Activision Blizzard Inc.
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June 18, 2024
DuPont, Corteva Must Face Pension Benefits Class Action
Chemical companies DuPont and Corteva can't escape a class action claiming they illegally stripped retirement benefits from hundreds of workers following a merger and subsequent spinoff, a Pennsylvania federal judge ruled, finding factual disputes that need to be sorted out at trial.
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June 18, 2024
Latham Guides Data Centers Biz In $2.2B KKR-Led Group Deal
A consortium led by private equity giant KKR, advised by Freshfields Bruckhaus Deringer LLP, announced Tuesday it agreed to invest up to $2.22 billion in Singapore-based data center provider ST Telemedia Global Data Centres, which is advised by Latham & Watkins LLP, in what the investors said marks the largest data infrastructure investment in Southeast Asia so far this year.
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June 18, 2024
Novant Drops NC Hospital Merger After 4th Circ. Pauses Deal
Novant Health has abandoned its plans to purchase two North Carolina hospitals for $320 million after a split Fourth Circuit panel on Tuesday granted the Federal Trade Commission's bid for an emergency injunction putting the deal on hold indefinitely.
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June 18, 2024
Ex-Paul Hastings Finance Atty Joins A&O Shearman In LA
Allen Overy Shearman Sterling announced that a former Paul Hastings LLP leveraged finance attorney joined its debt finance practice as a Los Angeles-based partner.
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June 18, 2024
MoFo Brings On SEC Veteran From Skadden In DC
Morrison Foerster LLP has expanded its public company advisory and governance offerings in Washington, D.C., with the addition of an attorney from Skadden Arps Slate Meagher & Flom LLP.
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June 18, 2024
African Gold Miner To Go Public Via $500M SPAC Merger
African gold miner Namib Minerals said Tuesday it has agreed to go public by merging with special-purpose acquisition company Hennessy Capital Investment Corp. VI at an estimated $500 million value, a deal said to be the largest SPAC acquisition involving an African business to date.
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June 18, 2024
Latham Leads Boston Scientific On $1.16B Silk Road Deal
Latham & Watkins-advised Boston Scientific Corp. said Tuesday it has agreed to acquire medical device maker Silk Road Medical Inc., represented by Wilson Sonsini, at an enterprise value of approximately $1.16 billion.
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June 18, 2024
Hargreaves Lansdown Backs £5.4B CVC, Abu Dhabi Bid
The board of Hargreaves Lansdown PLC said Tuesday that it would be willing to recommend to its shareholders a sweetened £5.4 billion ($6.9 billion) takeover offer from a consortium of private equity companies, including CVC and the sovereign wealth fund of Abu Dhabi.
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June 18, 2024
STG Partners' Bid For Gresham Wins Regulatory Approvals
Gresham Technologies PLC said Tuesday that an attempt by U.S. private equity firm STG Partners LLC to buy the U.K.-based software business for £146.7 million ($186 million) has received a boost by gaining regulatory clearances.
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June 18, 2024
US Power-Supply Toolmaker Pulls £571M Bid For Rival
Advanced Energy Industries Inc. said on Tuesday that it will not make a £571 million ($724 million) offer for XP Power Ltd. of Singapore, after its rival power supplies maker rejected its approach.
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June 17, 2024
Milbank Snags FTC Competition Trial Chief For DC Office
Milbank LLP announced Monday it has hired the chief trial counsel for the Federal Trade Commission's Bureau of Competition, bulking up its Washington, D.C., antitrust and competition practice with a veteran litigator who led the government's challenge to Microsoft Corp.'s $69 billion acquisition of Activision Blizzard.
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June 17, 2024
Primo Water, BlueTriton All-Stock Merger Creates Water Giant
Primo Water Corp., the parent company of popular water brands such as Alhambra and Crystal Springs, on Monday announced plans to merge with the parent company of water brands Poland Spring and Arrowhead, BlueTriton Brands Inc., in an all-stock deal built by five law firms that is meant to create a North American water giant.
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June 17, 2024
FTC Says Hospital Won't Fail Without Novant Buyout
The Federal Trade Commission is pushing back against claims that North Carolina's Lake Norman Regional Medical Center will fail if the agency halts its acquisition by Novant Health, telling the Fourth Circuit that the hospital is, in fact, profitable and stable.
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.