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Mergers & Acquisitions
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June 05, 2024
Microsoft Blasts Gamers' Bid To Add To Activision Appeal
Microsoft Corp. says the Ninth Circuit should reject a "bevy of additional, extra-record 'facts'" seeking to hold up the recent layoffs of 1,900 Activision and Xbox employees as proof that the tech giant's acquisition of Activision Blizzard Inc. was anticompetitive.
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June 05, 2024
Del. Justices Uphold Chancery's Toss Of Auto Parts Deal Suit
Delaware's Supreme Court has refused to reverse the Court of Chancery's 2023 dismissal of a stockholder suit accusing Chicago-based factory and automotive parts venture Distribution Solutions Group Inc. of failing to disclose conflicts surrounding and costs of a three-way merger in late 2021.
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June 05, 2024
Meta Can't Dodge Trial In Monopoly Suit, FTC Says
The Federal Trade Commission said "voluminous evidence" cuts against Meta's bid to avoid trial over claims the social media giant illegally entrenched its monopoly in the market for personal social networking by acquiring WhatsApp and Instagram.
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June 05, 2024
Truth Social Investors Want Fla. Suit Paused For Del. Claims
Two early investors in Donald Trump's Truth Social media company urged a Florida judge on Wednesday to pause the company's suit trying to claim their shares while a first-filed suit in Delaware is pending, arguing that the company is forum shopping in an attempt to get around an unfavorable Delaware Chancery Court order.
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June 05, 2024
Davis Polk Guiding Dollar Tree On Potential Family Dollar Sale
Davis Polk & Wardwell LLP is representing Dollar Tree Inc. in a formal strategic review of its Family Dollar business that could lead to a sale, spinoff or other disposition, the Virginia-based retailer revealed Wednesday.
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June 05, 2024
Ex-Skadden Atty, Credit Suisse Beat TransPerfect's Fraud Suit
A Delaware federal judge has tossed TransPerfect Holdings LLC's lawsuit alleging that misrepresentations by a now-retired Skadden Arps Slate Meagher & Flom LLP partner and Credit Suisse Securities (USA) LLC led it to pay too much for language translation company TransPerfect Global Inc., finding that claims are time-barred.
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June 05, 2024
Orrick-Led SAP Inks $1.5B Deal For Israeli Tech Co. WalkMe
German software company SAP SE said Wednesday it has agreed to purchase software-as-a-service company WalkMe Ltd. for approximately $1.5 billion.
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June 05, 2024
FTC Can't Pause Novant's $320M Bid To Buy NC Hospitals
The Federal Trade Commission on Wednesday lost its bid to block Novant Health from buying two local hospitals in North Carolina for $320 million while it conducts an in-house review, with a federal judge reasoning that competition would actually fare better if the merger advanced.
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June 05, 2024
Husch Blackwell Adds Berger Singerman Finance Pro In Fla.
Husch Blackwell announced Tuesday the hiring of a finance partner from Berger Singerman to boost both its corporate practice group and its presence in Florida.
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June 05, 2024
HanesBrands Selling Champion To Authentic For Up To $1.5B
HanesBrands said Wednesday it has agreed to sell its Champion business to Authentic Brands Group for up to $1.5 billion, under the guidance of Kirkland & Ellis LLP and Jones Day.
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June 04, 2024
PE Firm Tells 5th Circ. It Got Pushed Out Of EV Co. Acquisition
Texas-based private equity company Ancor Holdings LP says it got pushed out of an acquisition deal by another private equity group it brought in as backup, arguing in oral arguments at the Fifth Circuit on Tuesday that a binding letter of intent means it's entitled to future profits.
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June 04, 2024
Chinese Fund Asks To Nix Doc Bid In $830M Transaction Row
A Chinese healthcare investment fund has asked a New York federal court to toss a Hong Kong medical fund's subpoena request seeking information in a foreign case stemming from a stymied $830 million transaction, saying the discovery bid isn't allowed for the private arbitration.
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June 04, 2024
Diddy Sells Stake In Revolt As Employees Assume Ownership
Rap and media mogul Sean "Diddy" Combs has sold his majority stake in Revolt, the media and entertainment company he founded, shifting ownership of the business to its employees as his legal troubles continue to mount, according to a Tuesday announcement.
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June 04, 2024
HP Fraud Charges Against Ex-Autonomy Execs Head To Jury
Closing arguments wrapped Tuesday in a California federal criminal trial over claims that former Autonomy CEO Michael Lynch and ex-finance vice president Stephen Chamberlain duped HP into overpaying billions for the British tech company, with Chamberlain's lawyer saying his client did his job "in good faith," which, in the court's eyes, is a "complete defense."
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June 04, 2024
Apollo Leading $11B Investment For 49% Stake In Intel JV
Apollo Global Management said Tuesday it's heading up an $11 billion investment to acquire a 49% interest in a joint venture with Intel Corp. related to Intel's Fab 34 chip factory in Leixip, Ireland.
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June 04, 2024
Bread Financial Wants Suit Over Spinoff's 'Death Spiral' Axed
Financial services company Bread Financial Holdings Inc. and its CEO have asked an Ohio federal judge to toss a proposed investor class action over the alleged "death spiral" of a now-bankrupt spinoff company, saying the suit actually details Bread's "good faith efforts" to establish the spinoff as a successful independent venture.
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June 04, 2024
Matterport Hit With Investor Suit Over $1.6B CoStar Deal Docs
An investor of 3D building imaging company Matterport is attempting to prevent the company's proposed merger with real estate analytics company CoStar Group Inc., saying Matterport's deficient registration statement fails to show how the transaction will benefit public shareholders.
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June 04, 2024
Canadian Funeral Co.'s Stock Jumps 58% On C$1.2B Sale
Toronto-based funeral, cremation and cemetery provider Park Lawn Corp. disclosed an agreement to sell the business for C$1.2 billion ($877.5 million) under the guidance of Bennett Jones LLP and Morgan Lewis & Bockius LLP, leading the company's stock to jump more than 58% on Tuesday.
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June 04, 2024
Mich. Credit Union, Fla. Bank Merge With $2.2B In Assets
Michigan-based ELGA Credit Union, advised by Honigman LLP, on Tuesday announced plans to buy Florida-based Marine Bank & Trust Co., led by Igler Pearlman PA, in a deal that will result in the combined banking company boasting roughly $2.2 billion of total assets.
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June 04, 2024
Khan, Kanter Say There's Bipartisan Will To Stop 'Coercion'
The federal government's top antitrust enforcers said Tuesday their aggressive scrutiny of mergers and acquisitions is changing the way businesses approach consolidation at the start of the process, and that's good for consumers and workers alike.
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June 04, 2024
Illumina Board Puts Grail Spinoff In Motion After EU OK
Illumina Inc. said Tuesday that its board had approved a spinoff of its cancer detection company following a push by activist heavyweight Carl Icahn and an ultimate order from European authorities to dispose of the asset.
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June 04, 2024
Ex-Lumentum VP Traded On Merger Info, SEC Says
The former vice president of product line management at Lumentum has been accused by the U.S. Securities and Exchange Commission of using nonpublic information about a pending merger to trade stock during his time with the laser products company.
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June 04, 2024
Simpson Reps Frontdoor On $585M Home Warranty Co. Buy
Simpson Thacher is representing Frontdoor Inc. on a newly inked deal to buy fellow home warranties provider 2-10 Home Buyers Warranty, guided by Ropes & Gray, for $585 million in cash, according to a statement Tuesday.
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June 03, 2024
FTX, IRS Propose Settling $8B Tax Fight For Just $885M
FTX and the Internal Revenue Service have reached a proposed settlement worth roughly $885 million that would resolve the agency's contention that the bankrupt cryptocurrency exchange operator owes $8 billion in taxes, according to a motion filed Monday in Delaware federal bankruptcy court.
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June 03, 2024
Ex-Autonomy CEO 'Had 500M Reasons' For Fraud, Jury Told
Autonomy's ex-CEO Michael Lynch "had 500 million reasons to defraud HP," since he reaped $500 million by selling his company to the tech giant at an inflated price, a federal prosecutor argued Monday during closings for the businessman's criminal trial, while Lynch's lawyer told jurors, "HP was not a victim."
Expert Analysis
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Industry Must Elevate Native American Women Attys' Stories
The American Bar Association's recent research study into Native American women attorneys' experiences in the legal industry reveals the glacial pace of progress, and should inform efforts to amplify Native voices in the field, says Mary Smith, president of the ABA.
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Understanding Discovery Obligations In Era Of Generative AI
Excerpt from Practical Guidance
Attorneys and businesses must adapt to the unique discovery challenges presented by generative artificial intelligence, such as chatbot content and prompts, while upholding the principles of fairness, transparency and compliance with legal obligations in federal civil litigation, say attorneys at King & Spalding.
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The Case For Post-Bar Clerk Training Programs At Law Firms
In today's competitive legal hiring market, an intentionally designed training program for law school graduates awaiting bar admission can be an effective way of creating a pipeline of qualified candidates, says Brent Daub at Gilson Daub.
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Attorneys Have An Ethical Duty To Protect The Judiciary
The tenor of public disagreement and debate has become increasingly hostile against judges, and though the legislative branch is trying to ameliorate this safety gap, lawyers have a moral imperative and professional requirement to stand with judges in defusing attacks against them and their rulings, says Deborah Winokur at Cozen O'Connor.
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Cross-Market Implications In FTC's Anesthesia Complaint
The Federal Trade Commission's recent complaint against a private equity firm's acquisition of anesthesiology practices highlights the controversial issue of cross-market harm in health care provider mergers, and could provide important insights into how a court may view such theories of harm, say Christopher Lau and Dina Older Aguilar at Cornerstone Research.
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AI Can Help Lawyers Overcome The Programming Barrier
Legal professionals without programming expertise can use generative artificial intelligence to harness the power of automation and other technology solutions to streamline their work, without the steep learning curve traditionally associated with coding, says George Zalepa at Greenberg Traurig.
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Inside Bank Regulators' Community Lending Law Overhaul
The federal banking agencies' recently finalized changes to the Community Reinvestment Act not only account for the gradual shift to an environment where lending and deposit-taking are primarily conducted online, but also implement other updates such as diversity initiatives and a new series of lending tests, say attorneys at Norton Rose.
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Preparing Law Students For A New, AI-Assisted Legal World
As artificial intelligence rapidly transforms the legal landscape, law schools must integrate technology and curricula that address AI’s innate challenges — from ethics to data security — to help students stay ahead of the curve, say Daniel Garrie at Law & Forensics, Ryan Abbott at JAMS and Karen Silverman at Cantellus Group.
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Sellers Seeking Best Deal Should Focus On Terms And Price
Rising interest rates and a decline in the automotive mergers and acquisitions market mean that a failed deal carries greater stakes, and sellers therefore should pursue not only the optimum price but also the optimum terms to safeguard their agreement, says Joseph Aboyoun at Fox Rothschild.
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General Counsel Need Data Literacy To Keep Up With AI
With the rise of accessible and powerful generative artificial intelligence solutions, it is imperative for general counsel to understand the use and application of data for myriad important activities, from evaluating the e-discovery process to monitoring compliance analytics and more, says Colin Levy at Malbek.
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Competition Considerations From Biden's AI Executive Order
In light of President Joe Biden's recent executive order on artificial intelligence and the antitrust agencies' expansive enforcement posture, businesses in the technology and related industries should expect scrutiny, and avoid interactions that could be perceived as unlawful collaborations or exchange of competitively sensitive information, say attorneys at Hogan Lovells.
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Tips For Avoiding Disputes From M&A Earnout Provisions
Attorneys at Freshfields review key Delaware cases to outline several important considerations that may reduce the risk of an earnout dispute arising from a merger agreement and help the parties navigate disputes when they do occur.
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A Look At Successful Bid Protests In FY 2023
Attorneys at Sheppard Mullin look beyond the statistics in the U.S. Government Accountability Office’s recent annual report on bid protests, sharing their insights about nine categories of sustained protests, gained from reading every fiscal year 2023 decision in which the protester had a positive result.
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Del. Dispatch: Refining M&A Terms After Twitter Investor Suit
The Delaware Court of Chancery's recent decision in Crispo v. Musk — invalidating a merger agreement provision that has been commonly used to disincentivize buyers from wrongful merger termination — should cause target companies to consider new approaches to ensure the payment of lost premium damages, say attorneys at Fried Frank.
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Navigating Discovery Of Generative AI Information
As generative artificial intelligence tools become increasingly ubiquitous, companies must make sure to preserve generative AI data when there is reasonable expectation of litigation, and to include transcripts in litigation hold notices, as they may be relevant to discovery requests, say Nick Peterson and Corey Hauser at Wiley.