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Mergers & Acquisitions
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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."
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June 03, 2024
ChampionX Investor Sues Over $7.8B Deal Proxy
A shareholder of energy technology provider ChampionX Corp. has sued the company and its board of directors in an attempt to enjoin a proposed acquisition by another energy-focused technology company, SLB, alleging that ChampionX filed a deficient proxy statement.
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June 03, 2024
Kroger, Albertsons Can't Get More Info On FTC Markets
An Oregon federal judge denied Kroger and Albertsons' requests for more information on the markets at issue in the Federal Trade Commission's ongoing attempt to block their merger, saying the companies' request is premature and excessively broad.
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June 03, 2024
Vietnamese EV Co. Hit With Investor Suit Over SPAC Merger
Vietnamese electric car manufacturer VinFast Auto and several executives have been hit with a proposed class action alleging they exaggerated the strength of VinFast's business model and prospects following a merger with a special-purpose acquisition company last year.
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June 03, 2024
American Says 'Common Sense' Makes JetBlue Deal A Positive
An attorney for American Airlines appeared to run into turbulence during his First Circuit oral arguments Monday while contending that the mere presence of "upward pricing pressure" from the since-blocked Northeast Alliance joint venture with JetBlue is outweighed by deal benefits improperly ignored by the district court.
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June 03, 2024
Everton's Sale To Embattled PE Firm Off The Table, For Now
Everton Football Club has let its sale to private equity firm 777 Partners LLC lapse amid legal troubles for the buyer and concerns from minority shareholders about the deal, although no official reason was given in its Saturday announcement.
Expert Analysis
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Tips For Litigating Against Pro Se Parties In Complex Disputes
Litigating against self-represented parties in complex cases can pose unique challenges for attorneys, but for the most part, it requires the same skills that are useful in other cases — from documenting everything to understanding one’s ethical duties, says Bryan Ketroser at Alto Litigation.
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Del. Dispatch: Lessons From Failed ETE-Williams Merger
Attorneys at Fried Frank delve into the Delaware Supreme Court's recent decision in Energy Transfer v. Williams to highlight the major monetary consequences of a failed merger, and show why merger agreement drafting and factual context are of utmost importance.
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5 Ways To Leverage Recent DOJ 'Safe Harbor' M&A Policy
Companies can take a series of practical steps both before and after closing to gain maximum advantage from the recently announced U.S. Department of Justice merger and acquisition safe harbor policy and minimize enforcement risk, say Jonny Frank and Jeremy Hirsch at StoneTurn.
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Pro Bono Work Is Powerful Self-Help For Attorneys
Oct. 22-28 is Pro Bono Week, serving as a useful reminder that offering free legal help to the public can help attorneys expand their legal toolbox, forge community relationships and create human connections, despite the challenges of this kind of work, says Orlando Lopez at Culhane Meadows.
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Avoiding Bribery, Corruption And Sanctions Risks In Int'l M&A
Given the evolving merger and acquisition landscape — as evidenced by the Justice Department’s recently announced safe harbor policy — acquirers conducting international transactions must build bribery, anti-corruption and sanctions risk considerations squarely into their due diligence processes, say Brian Markley and Jennifer Potts at Cahill Gordon.
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Series
Playing In A Rock Cover Band Makes Me A Better Lawyer
Performing in a classic rock cover band has driven me to hone several skills — including focus, organization and networking — that have benefited my professional development, demonstrating that taking time to follow your muse outside of work can be a boon to your career, says Michael Gambro at Cadwalader.
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Series
The Pop Culture Docket: Judge Espinosa On 'Lincoln Lawyer'
The murder trials in Netflix’s “The Lincoln Lawyer” illustrate the stark contrast between the ethical high ground that fosters and maintains the criminal justice system's integrity, and the ethical abyss that can undermine it, with an important reminder for all legal practitioners, say Judge Adam Espinosa and Andrew Howard at the Colorado 2nd Judicial District Court.
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New DOJ Roles Underscore National Security Focus
The U.S. Department of Justice’s recent creation of two new leadership positions signals to the private sector that federal law enforcement is pouring resources into corporate investigations to identify potential national security violations, say attorneys at Ballard Spahr.
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How To Navigate The FTC's New Private Equity Frontier
The Federal Trade Commission's recent district court complaint against an anesthesia firm and its private equity partner tests key bounds of the agency's stand-alone authority, and defense strategies can include challenges to both the geographic and the service market fronts, say attorneys at Baker McKenzie.
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Opinion
Newman Suspension Shows Need For Judicial Reform
The recent suspension of U.S. Circuit Judge Pauline Newman following her alleged refusal to participate in a disability inquiry reveals the need for judicial misconduct reforms to ensure that judges step down when they can no longer serve effectively, says Aliza Shatzman at The Legal Accountability Project.
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Practicing Under DOJ 'Safe Harbor' Policy For M&As
The U.S. Justice Department's recently announced safe harbor policy for mergers and acquisitions offers greater specificity and predictability for acquiring companies that need time to self-report violations, but it's important to remember that the new window is not endless, say attorneys at Simpson Thacher.
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SEC's Life Sciences Actions Utilize Novel Tools And Theories
Recent enforcement actions show that the U.S. Securities and Exchange Commission is employing new forms of data analytics and noteworthy applications of insider trading laws in its scrutiny of fraud within the life sciences and health industries, say Edward Imperatore and Jina Choi at MoFo.
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How And Why Your Firm Should Implement Fixed-Fee Billing
Amid rising burnout in the legal industry and client efforts to curtail spending, pivoting to a fixed-fee billing model may improve client-attorney relationships and offer lawyers financial, logistical and stress relief — while still maintaining profit margins, say Kevin Henderson and Eric Pacifici at SMB Law Group.
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Opinion
SEC Actions Against Musk Are Constitutionally Defective
The U.S. Securities and Exchange Commission's recent subpoena enforcement action against Elon Musk may be constitutionally and statutorily deficient — and the commission staff who issued the subpoenas and the action may have been unconstitutionally appointed, say Alex Lipman at Lipman Law and Justin Weddle at Weddle Law.
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Series
Conn. Banking Brief: The Notable Compliance Updates In Q3
The most notable legal changes affecting Connecticut financial institutions in the third quarter of 2023 included increased regulatory protections for consumers, an expansion of state financial assistance for underserved communities, and a panoply of tweaks to existing laws, says Brian Rich at Barclay Damon.