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Mergers & Acquisitions
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January 30, 2025
Amex GBT Calls Judge's Sept. DOJ Trial 'Manifest Injustice'
American Express Global Business Travel Inc. asked a New York federal judge Wednesday to reconsider waiting until September to hear the U.S. Department of Justice challenge to its planned $570 million purchase of CWT Holdings LLC, arguing it needs an answer much sooner.
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January 30, 2025
MoFo Guides Welltower's $900M Senior Living REIT Deal
Healthcare real estate investment trust Welltower Inc. plans to acquire NorthStar Healthcare Income Inc., a senior living facility REIT, in a $900 million deal led by Morrison Foerster LLP.
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January 30, 2025
Chancery Reverses Magistrate Toss Of Paramount Doc Suit
A Paramount Global pension fund stockholder has won a Delaware Court of Chancery reversal of a magistrate's dismissal of a suit for company books and records on events surrounding a proposed multibillion-dollar merger between Paramount and Skydance Media, in a decision heavily focused on unnamed sources.
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January 30, 2025
M&A Shot To $3.7T In 2024 As IT/Tech, Finance Shined
Mergers and acquisitions deal values and volumes rebounded significantly in 2024 after a slow 2023, with the IT/tech and financial services sectors leading the way, according to a Thursday report from data firm PitchBook.
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January 30, 2025
Rumors Fly As Trump Seeks Deal To Keep TikTok Alive
President Donald Trump seems to be getting exactly the "bidding war" he wanted as multiple entities fight for a role in keeping TikTok available in the U.S. Here, Law360 provides a rundown of the latest rumors and developments in the TikTok saga, along with other notable rumors from the past week.
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January 30, 2025
DOJ Challenges HPE's $14B Deal For Juniper Networks
The U.S. Department of Justice sued Thursday to block Hewlett Packard Enterprise's planned $14 billion purchase of Juniper Networks Inc. over concerns about competition for local wireless networking technology.
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January 30, 2025
Sidley, Mintz Guide Gene Biz Acquisition Worth Up To $7M
Cell therapy specialist MaxCyte said Thursday that it has bought gene editing company SeQure Dx in a deal worth up to $7 million as it seeks to strengthen its ability to help developers in the field from R&D to commercialization.
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January 30, 2025
Molson Coors Buys Stake In UK Mixer Biz Fevertree For £71M
Molson Coors said Thursday that it has bought an 8.5% stake in Fevertree, a British maker of tonic and mixers, for £71 million ($88 million), as the Canadian-American brewing giant seeks to diversify its portfolio and grow the brand in the U.S.
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January 30, 2025
Nelson Mullins-Led Serco Unit To Buy Defense Biz For $327M
Serco Group PLC said Thursday that a subsidiary has agreed to buy a defense software business from U.S. aerospace giant Northrop Grumman Corp. for $327 million, allowing it to tap into the "huge" sector as geopolitical tensions threaten to boil over.
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January 29, 2025
Roomba Maker Escapes Suit Over Scuttled Amazon Merger
A Massachusetts federal judge has permanently thrown out a shareholder class action accusing iRobot Corp. of misleading investors about expected regulatory opposition that ultimately led to the abandonment of a proposed $1.7 billion merger with Amazon, saying "the pleading process ought not be used as a trial balloon, with repeated bites at the apple."
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January 29, 2025
GOP Sen. Wants 'New' FCC To Review Soros-Audacy Deal
Now that the Federal Communications Commission is under Republican leadership, one Republican senator wants the new chair to review the agency's decision to approve Soros Fund Management's acquisition of an ownership interest in radio station owner Audacy.
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January 29, 2025
SPAC Investors Sue In Del. Over Conflicted Concert Co. Deal
Investors of a special purpose acquisition company have sued the venture's principals in Delaware Chancery Court, accusing them of steering the already cash-poor company into a conflicted deal to take public a concert promoter affiliated with a SPAC creditor that had scant luck beyond events involving a 1970s "one-hit wonder."
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January 29, 2025
Spirit Spurns Frontier Offer In Favor Of Ch. 11 Debt Swap
Bankrupt air carrier Spirit Airlines Inc. said in public securities filings Wednesday that it has rejected an offer from competitor Frontier Airlines to merge and will instead continue pursuit of its prearranged restructuring plan set for confirmation in mid-February because the terms of the Frontier proposal would leave creditors worse off.
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January 29, 2025
2 Blank Check Cos. Plan IPOs Totaling $325M
Two special purpose acquisition companies, Cartesian Growth III and Gesher Acquisition Corp. II, have launched plans for initial public offerings, expecting to raise a combined $325 million.
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January 29, 2025
Milbank Lands Kirkland Private Equity Ace In LA
Milbank LLP continues expanding its corporate team, announcing Wednesday it is bringing in a Kirkland & Ellis LLP private equity expert as a partner in its Los Angeles office.
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January 29, 2025
Milbank Adds Ex-Skadden Financial Restructuring Pro In NY
Milbank LLP has added a corporate restructuring attorney previously with Skadden Arps Slate Meagher & Flom LLP as a partner in its New York office, the firm has announced.
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January 29, 2025
KKR Plugs $250M Into Healthcare Biz Henry Schein
Healthcare solutions provider Henry Schein Inc., advised by Cleary Gottlieb Steen & Hamilton LLP, on Wednesday announced that it received a $250 million investment from Kirkland & Ellis LLP-led private equity giant KKR, resulting in the private equity shop becoming the company's largest non-index fund shareholder.
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January 29, 2025
$7.8B ChampionX Deal Gets Added Scrutiny Across The Pond
SLB's path to closing its proposed $7.8 billion acquisition of ChampionX got a little trickier Wednesday as the U.K. Competition and Markets Authority launched a formal investigation into a deal that is also under the scrutiny of U.S. regulators.
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January 29, 2025
Anglo American Completes $1B Sale Of Jellinbah
British multinational mining giant Anglo American PLC said Wednesday that it has completed the AU$1.6 billion ($1.1 billion) sale of its minority interest in an Australian coal mining joint venture to Zashvin Pty Ltd.
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January 29, 2025
A&O Shearman Guides American Axle's £1.16B UK Biz Offer
British automotive group Dowlais has agreed to a £1.16 billion ($1.44 billion) cash and shares takeover by U.S. operator American Axle & Manufacturing, the companies said Wednesday, as they seek to create a global car parts manufacturer.
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January 28, 2025
Capri Investors Sue Over Scrapped $8.5B Tapestry Merger
Fashion brand giants Capri Holdings Ltd. and Tapestry Inc. misled investors about potential antitrust regulatory issues associated with their planned $8.5 billion merger that ultimately led to the deal's failure and investor losses, according to a proposed securities class action filed Tuesday in Delaware federal court.
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January 28, 2025
Drugs Made In America SPAC Nets $200M To Buy Pharma Biz
Blank-check company Drugs Made In America Acquisition Corp. began trading Tuesday after completing a downsized $200 million initial public offering with the intention of acquiring a U.S.-based pharmaceutical business, represented by Loeb & Loeb LLP and underwriter's counsel Winston & Strawn LLP.
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January 28, 2025
Pharma Co. Gets Final Shot To Ax NC Contract Breach Suit
A pharmaceutical company can make another attempt to escape a software developer's suit alleging he was duped into selling his technology to the company, the North Carolina Business Court has said, months after the state's top court revived the software maker's breach of contract claims.
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January 28, 2025
Bain Capital Seeks Surgery Partners Buyout At $3.3B Value
Tennessee-based short-stay surgical facility operator Surgery Partners Inc. disclosed Tuesday that its board received a nonbinding proposal the prior day from Bain Capital Private Equity LP that values the company at close to $3.3 billion.
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January 28, 2025
Dish Says Spoofed Social Media Posts Defamed Co., Execs
Dish Wireless is suing anonymous social media users in Colorado state court for defamation, alleging they created fake accounts posing as company executives while posting criticism of the business.
Expert Analysis
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Tips For Revamping Patent Portfolio Strategy In AI Deal Era
Recent data suggests patents are significantly enhancing exit valuations, particularly with cutting-edge technologies like those powered by artificial intelligence, but it is necessary to do more than simply align patent strategy with business goals, says Keegan Caldwell at Caldwell Law.
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Opinion
The Big Issues A BigLaw Associates' Union Could Address
A BigLaw associates’ union could address a number of issues that have the potential to meaningfully improve working conditions, diversity and attorney well-being — from restructured billable hour requirements to origination credit allocation, return-to-office mandates and more, says Tara Rhoades at The Sanity Plea.
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Opinion
It's Time For A BigLaw Associates' Union
As BigLaw faces a steady stream of criticism about its employment policies and practices, an associates union could effect real change — and it could start with law students organizing around opposition to recent recruiting trends, says Tara Rhoades at The Sanity Plea.
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How Justices Upended The Administrative Procedure Act
In its recent Loper Bright, Corner Post and Jarkesy decisions, the U.S. Supreme Court fundamentally changed the Administrative Procedure Act in ways that undermine Congress and the executive branch, shift power to the judiciary, curtail public and business input, and create great uncertainty, say Alene Taber and Beth Hummer at Hanson Bridgett.
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Mirror, Mirror On The Wall, Is My Counterclaim Bound To Fall?
A Pennsylvania federal court’s recent dismissal of the defendants’ counterclaims in Morgan v. Noss should remind attorneys to avoid the temptation to repackage a claim’s facts and law into a mirror-image counterclaim, as this approach will often result in a waste of time and resources, says Matthew Selmasska at Kaufman Dolowich.
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Bank M&A Continues To Lag Amid Regulatory Ambiguity
Bank M&A activity in the first half of 2024 continued to be lower than in prior years, as the industry is recovering from the 2023 bank failures, and regulatory and macroeconomic conditions have not otherwise been prime for deals, say Robert Azarow and Amber Hay at Arnold & Porter.
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Series
Playing Dungeons & Dragons Makes Me A Better Lawyer
Playing Dungeons & Dragons – a tabletop role-playing game – helped pave the way for my legal career by providing me with foundational skills such as persuasion and team building, says Derrick Carman at Robins Kaplan.
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Del. Dispatch: Director Caremark Claims Need Extreme Facts
The Delaware Court of Chancery recently dismissed Caremark claims against the directors of Centene in Bricklayers Pension Fund of Western Pennsylvania v. Brinkley, indicating a high bar for a finding of the required element of bad faith for Caremark liability, and stressing the need to resist hindsight bias, say attorneys at Fried Frank.
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5 Insights Into FDIC's Final Rule On Big-Bank Resolution Plans
Although the Federal Deposit Insurance Corp.'s recently finalized rule expanding resolution planning requirements for large banks was generally adopted as proposed, it includes key changes related to filing deadlines, review and feedback, and incorporates lessons learned — particularly from last year's bank failures, say attorneys at Cleary.
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Opinion
Time To Reimagine The Novation Process For Gov't Contracts
The Federal Acquisition Regulatory Council, which recently extended a long-standing request for public comments on its novation procedures, should heed commenters' suggestions by implementing specific changes in its documentation requirements, thereby creating a more streamlined and practical novation process, say attorneys at Covington.
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3 Leadership Practices For A More Supportive Firm Culture
Traditional leadership styles frequently amplify the inherent pressures of legal work, but a few simple, time-neutral strategies can strengthen the skills and confidence of employees and foster a more collaborative culture, while supporting individual growth and contribution to organizational goals, says Benjamin Grimes at BKG Leadership.
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E-Discovery Quarterly: Rulings On Hyperlinked Documents
Recent rulings show that counsel should engage in early discussions with clients regarding the potential of hyperlinked documents in electronically stored information, which will allow for more deliberate negotiation of any agreements regarding the scope of discovery, say attorneys at Sidley.
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Loper Bright Limits Federal Agencies' Ability To Alter Course
The U.S. Supreme Court's recent decision to dismantle Chevron deference also effectively overrules its 2005 decision in National Cable & Telecommunications Association v. Brand X, greatly diminishing agencies' ability to change regulatory course from one administration to the next, says Steven Gordon at Holland & Knight.
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Calif. Out-Of-State Noncompete Ban Faces Several Hurdles
California's attempt to bolster its noncompete law has encountered significant procedural and constitutional challenges, and litigating parties must carefully analyze not only the restrictive covenants contained in their agreements, but also the forum-selection and choice-of-law provisions, say Jennifer Redmond and Gal Gressel at Sheppard Mullin.
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Autonomy Execs' Acquittal Highlights Good Faith Instruction
The recent acquittal of two former Autonomy executives demonstrates that a good faith jury instruction can be the cornerstone of an effective defense strategy in white collar criminal cases, in part because the concept of good faith is a human experience every juror can relate to, says Sara Kropf at Kropf Moseley.