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Mergers & Acquisitions
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September 27, 2024
Ballard Spahr Adds Former In-House Atty From Dayforce
Ballard Spahr LLP has added a veteran financial services regulatory attorney who most recently worked in-house at human resources software firm Dayforce, formerly known as Ceridian.
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September 27, 2024
Advil Owner Haleon Paying $637M To Up Stake In China JV
British consumer healthcare giant Haleon plc said Friday that it has agreed to pay the equivalent of roughly $637 million to increase its stake in a Chinese joint venture, Tianjin TSKF Pharmaceutical Co., from 55% to 88%.
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September 27, 2024
Ault Disruptive To Dissolve After Failing To Ink SPAC Deal
Blank check company Ault Disruptive Technologies Corp. said on Friday that it plans to dissolve and liquidate because it will not be able to complete an initial business combination before Dec. 20.
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September 27, 2024
Taxation With Representation: Kirkland, Skadden, Cleary
In this week's Taxation With Representation, Blackstone and Vista Equity Partners acquire Smartsheet Inc., Macquarie Asset Management takes a stake in D.E. Shaw Renewables Investment Group, and Apogee Enterprises Inc. buys UW Interco LLC from Heartwood Partners.
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September 27, 2024
UK Drops Probe Into Amazon's $4B AI Investment
The Competition and Markets Authority dropped its formal probe on Friday into Amazon's $4 billion investment in Anthropic, a U.S. artificial intelligence startup, after it found that the companies do not hit thresholds for investigation in Britain.
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September 27, 2024
Murdoch's REA Group Logs 4th Offer For Rightmove At £6.2B
Rupert Murdoch's REA Group said Friday that it has tabled a fourth potential offer of £6.2 billion ($8.3 billion) for Rightmove PLC as the board of the British property business continues to refuse to engage with the publisher's real estate advertising company.
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September 26, 2024
Sen. Warren Presses OCC, Fed For Tighter Leash On NYCB
Sen. Elizabeth Warren, D-Mass., demanded Wednesday that federal regulators slap New York Community Bancorp with a higher minimum capital requirement, calling out what she alleges has been lax oversight of the bank.
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September 26, 2024
Judge Says Avon Should Hold Off On Deal With Parent Co.
A Delaware bankruptcy judge told cosmetics giant Avon Products Inc. on Thursday that it needs to give creditors more time to investigate its dealings with its Brazilian parent company before he can approve a proposed settlement of claims against the parent.
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September 26, 2024
VivoPower Keeps HQ In UK To Qualify For $21B Gov't Program
Sustainable energy solutions company VivoPower International PLC and hydrogen technology business Future Automotive Solutions and Technologies on Thursday outlined additional terms to their proposed $1.13 billion merger, including settling the combined company's headquarters in the U.K. in order to qualify for potential "significant and attractive" government incentives.
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September 26, 2024
Qualcomm Eyes Massive Buyout Of Intel, Plus Other Rumors
Qualcomm has approached struggling rival Intel with a takeover offer, Chevron's $53 billion acquisition proposal for Hess is expected to win regulatory clearance, and private Equity Firm BC Partners wants to buy a minority stake in EuroLeague. Here, Law360 breaks down these and other notable deal rumors from the past week.
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September 26, 2024
Southwest Airlines Touts Big Changes Amid Activist Pressure
Southwest Airlines on Thursday revealed a number of developments key to a "transformational" plan meant to drive revenue growth as the airline faces pressure from activist investor Elliott Investment Management, including the appointment of a new director and a $2.5 billion repurchase program.
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September 26, 2024
Ex-NBA Star Tells Jury He Was Duped By Ga. Businessman
Former NBA superstar Dwight Howard told a Manhattan federal jury Thursday that an Atlanta businessman tricked him into making a $7 million investment that he thought was for the purchase of a women's basketball franchise, a promise that turned out to be "a slap in the face."
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September 26, 2024
3 Firms Rep As Citi, Apollo Form $25B Private Credit Program
Banking giant Citigroup and asset management firm Apollo on Thursday unveiled plans to launch a "landmark" $25 billion private credit direct lending program in North America, entering into an exclusive agreement that was guided by three law firms.
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September 25, 2024
UpHealth Wins Most Of $115M Award In Glocal Merger Dispute
Bankrupt digital health services company UpHealth can enforce a large part of a $115 million arbitral award against the Indian healthcare services platform Glocal in their feud over an ill-fated merger, an Illinois federal judge has ruled.
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September 25, 2024
US Steel Clears One Hurdle In $14B Nippon Steel Deal
An arbitration board has sided with U.S. Steel amid its union's challenge to a planned $14.9 billion acquisition by Nippon Steel, clearing one hurdle while Nippon continues fighting on another front for approval from the Committee on Foreign Investment in the U.S.
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September 25, 2024
IP Protection Firm's $426M SPAC Merger Is Scrapped
Intellectual property management firm Zacco Holdings, formerly known as OpSec Group, and blank check company Investcorp Europe Acquisition Corp. I on Wednesday announced that they will be terminating their merger plans.
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September 25, 2024
E-Bike Maker Argues In Del. Supreme Court To Salvage Sale
An attorney for a private equity affiliate that beat a Barcelona-based electric scooter rental chain's attempt to force a closing on the scooter company's $100 million sale in Chancery Court told Delaware's Supreme Court Wednesday that the seller's current appeal ignores its own fatal contract breaches.
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September 25, 2024
Cancer Detection Biz To Go Public Via $694M SPAC Merger
Special purpose acquisition company Breeze Holdings Acquisition Corp. on Wednesday announced that it has agreed to merge with and take public clinical-stage biopharmaceutical company YD Biopharma Ltd. in a deal that gives the combined company an estimated enterprise value of $694 million and was built by three firms.
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September 25, 2024
NYSE Cancels Proposal To Extend SPAC Merger Deadlines
The New York Stock Exchange has pulled a proposal that would have provided special purpose acquisition companies with more time to complete mergers while remaining listed, several months after it sought regulatory approval for the extension.
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September 25, 2024
Cleary-Led Apogee Buys UW Solutions In $240M Cash Deal
Cleary Gottlieb Steen & Hamilton LLP-led Apogee Enterprises Inc. on Wednesday announced plans to buy high-performance coated substrates maker UW Interco LLC from private equity shop Heartwood Partners, both advised by Finn Dixon & Herling LLP, for $240 million in cash.
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September 25, 2024
Rightmove Rejects £6.1B Offer By Murdoch's REA Group
Rightmove PLC said Wednesday that it has rejected the latest proposed offer of £6.1 billion ($8.1 billion) from Australian online property advertising business REA Group Ltd., dismissing the approach by business magnate Rupert Murdoch's company for the third time.
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September 25, 2024
Fuel Refiner Vertex Hits Ch. 11 With $422M Debt, Lender Deal
Oil refiner Vertex Energy filed for Chapter 11 protection with $422.5 million in debt and plans to pursue a sale under a prenegotiated restructuring agreement.
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September 25, 2024
UniCredit To Base Bigger Commerzbank Stake On Benefits
The chief executive of UniCredit said Wednesday that his Italian bank is considering a further increase to its 21% stake in Commerzbank but would take the step only on terms that are beneficial for shareholders and clients of both lenders.
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September 24, 2024
ATI To Pay $31M In SPAC Merger Litigation Settlement
An Illinois federal judge on Tuesday approved ATI Physical Therapy Inc.'s $31 million deal to resolve stockholder and derivative accusations that the company's top brass hid attrition issues to get shareholder approval of ATI's merger with Wilco Holding Inc.
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September 24, 2024
Chancery Told SwervePay Deserves Sanctions In Earnout Suit
A court-appointed special magistrate has recommended sanctioning e-payment venture SwervePay and related parties over up to 22 months of missing or deleted text messages sought by SPOSC Investment Holdings and others in a post-merger battle over an alleged multibillion-dollar overstatement of "monetizable" payment traffic.
Expert Analysis
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New Lessons On Managing Earnout Provision Risks
Earnout provisions can be a useful tool for bridging valuation gaps in M&A, particularly in developmental-stage pharmaceutical transactions, but the Delaware Chancery Court’s recent decision in Shareholder Representative Services v. Alexion sheds new light on the inherent risks and best practices for managing them, say attorneys at Cleary.
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SBA Proposal Materially Alters Contractor Recertification
The Small Business Administration's new proposed rule on recertification affects eligibility for set-aside contracts, significantly alters the landscape for mergers and acquisitions in the government contracts industry, and could have other unintended downstream consequences, says Sam Finnerty at PilieroMazza.
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Navigating A Potpourri Of Possible Transparency Act Pitfalls
Despite the Financial Crimes Enforcement Network's continued release of guidance for complying with the Corporate Transparency Act, its interpretation remains in flux, making it important for companies to understand potentially problematic areas of ambiguity in the practical application of the law, say attorneys at Sidley.
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EU Merger Control Concerns Remain After ECJ Illumina Ruling
The recent European Court of Justice judgment in Illumina-Grail is a welcome check on the commission's power to review low-threshold transactions, but with uncertainty persisting under existing laws and discretion left to national regulators, many pitfalls in European Union merger control remain, says Matthew Hall at McGuireWoods.
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Increased IPOs In '24 Shows Importance Of Strategic Planning
Initial public offerings, debt issuances and M&A activity so far in 2024 have shown substantial increases over comparable periods in 2023, highlighting why counsel should educate clients on market trends and financing alternatives to proactively prepare them to be ready to take advantage of opportunities, say attorneys at Skadden.
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How Methods Are Evolving In Textualist Interpretations
Textualists at the U.S. Supreme Court are increasingly considering new methods such as corpus linguistics and surveys to evaluate what a statute's text communicates to an ordinary reader, while lower courts even mull large language models like ChatGPT as supplements, says Kevin Tobia at Georgetown Law.
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Increased Scrutiny Raises Int'l Real Estate Transaction Risks
Recently proposed regulations expanding the Committee on Foreign Investment in the United States' oversight, a White House divestment order and state-level legislative efforts signal increasing scrutiny of real estate transactions that may trigger national security concerns, say Luciano Racco and Aleksis Fernández Caballero at Foley Hoag.
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FTC Focus: What Access To Patent Settlements Would Mean
Settling parties should adopt a series of practice tips, including specifying rationales to support specific terms, as the Federal Trade Commission seeks to expand its access to settlements before the Patent Trial and Appeal Board, say Shannon McGowan and David Munkittrick at Proskauer.
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Why Attorneys Should Consider Community Leadership Roles
Volunteering and nonprofit board service are complementary to, but distinct from, traditional pro bono work, and taking on these community leadership roles can produce dividends for lawyers, their firms and the nonprofit causes they support, says Katie Beacham at Kilpatrick.
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9 Liability Management Tips As Debt Maturity Cliff Looms
As the debt maturity cliff swiftly approaches in this challenging environment, attorneys at Winston & Strawn highlight the top considerations for boards of directors and finance professionals to think about when structuring and executing liability management transactions, including reviewing capital structure, evaluating debt covenants, and more.
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Firms Must Offer A Trifecta Of Services In Post-Chevron World
After the U.S. Supreme Court’s Loper Bright Enterprises v. Raimondo decision overturning Chevron deference, law firms will need to integrate litigation, lobbying and communications functions to keep up with the ramifications of the ruling and provide adequate counsel quickly, says Neil Hare at Dentons.
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5 Tips To Succeed In A Master Of Laws Program And Beyond
As lawyers and recent law school graduates begin their Master of Laws coursework across the country, they should keep a few pointers in mind to get the most out of their programs and kick-start successful careers in their practice areas, says Kelley Miller at Reed Smith.
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Series
Being An Opera Singer Made Me A Better Lawyer
My journey from the stage to the courtroom has shown that the skills I honed as an opera singer – punctuality, memorization, creativity and more – have all played a vital role in my success as an attorney, says Gerard D'Emilio at GableGotwals.
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How Law Firms Can Avoid 'Collaboration Drag'
Law firm decision making can be stifled by “collaboration drag” — characterized by too many pointless meetings, too much peer feedback and too little dissent — but a few strategies can help stakeholders improve decision-making processes and build consensus, says Steve Groom at Miles Mediation.
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Opinion
Litigation Funding Disclosure Key To Open, Impartial Process
Blanket investor and funding agreement disclosures should be required in all civil cases where the investor has a financial interest in the outcome in order to address issues ranging from potential conflicts of interest to national security concerns, says Bob Goodlatte, former U.S. House Representative for Virginia.