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Mergers & Acquisitions
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July 25, 2024
Chancery Urged To Sanction Musk, X, Attys After Doc Delete
The founder of a legal research site that makes government documents public has petitioned Delaware's Court of Chancery to sanction Elon Musk, his X entities and his counsel after a court clerk allegedly removed, at the request of attorneys for the billionaire, a document filed in Twitter Inc.'s battle over Musk's $44 billion takeover.
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July 25, 2024
AIP Buys AGCO's Grain & Protein Biz In $700M Cash Deal
Agricultural machinery company AGCO Corp., advised by Simpson Thacher & Bartlett LLP, on Thursday announced plans to sell the majority of its grain and protein business to industrial investor American Industrial Partners, led by Sidley Austin LLP, in an all-cash deal valued at $700 million.
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July 25, 2024
Mr. Cooper Picks Up Flagstar Resi Mortgage Unit For $1.4B
Flagstar Bank NA announced Thursday that it has inked a $1.4 billion deal to sell its residential mortgage servicing business to nonbank mortgage originator Mr. Cooper, as Flagstar and parent New York Community Bancorp eye a turnaround.
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July 25, 2024
Dems' Bill Looks To Prevent Collusion With OPEC
A pair of Democrats in the House and Senate on environmental committees introduced a bill Wednesday to punish fossil fuel companies that collude with OPEC to increase prices.
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July 25, 2024
Hertz Tells Chancery Warrant Holders Are Misreading Contract
A pair of investment funds that acquired 9 million warrants from Hertz after its bankruptcy and later sued the car rental company for breach of contract misinterpreted the warrant agreement, and their lawsuit should be dismissed, Hertz said in a response to the complaint brought before Delaware's Court of Chancery.
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July 25, 2024
Simpson Thacher, Kirkland Lead KKR's $4.8B Instructure Buy
Educational software company Instructure Holdings Inc., advised by Kirkland & Ellis LLP, on Thursday revealed that it has agreed to be bought by private equity giant KKR, led by Simpson Thacher & Bartlett LLP, in an all-cash take-private deal with an enterprise value of roughly $4.8 billion.
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July 25, 2024
Vintage Wine Estates Can Tap Into $60.5M DIP Financing
Bankrupt wine producer and processor Vintage Wine Estates received permission Thursday from a Delaware bankruptcy judge to begin borrowing under a $60.5 million debtor-in-possession financing package being provided by its prepetition lenders.
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July 25, 2024
Paramount-Skydance Deal Is Redstone Windfall, Investor Says
A shareholder of Paramount Global Class B common stock on Wednesday sued chairwoman Shari Redstone and several members of its board over the allegedly "unfair" merger with Skydance Media LLC, claiming the deal is being orchestrated to cash out Redstone's investments in Paramount at a substantial premium compared to other stockholders.
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July 25, 2024
4th Circ. Vacates FTC Loss After Novant Bows Out Of Merger
The Fourth Circuit has agreed to vacate a North Carolina federal judge's ruling allowing Novant Health's planned $320 million hospital merger to advance after the Federal Trade Commission secured an emergency injunction on appeal that effectively killed the deal.
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July 25, 2024
Via Renewables Investor Sues In Chancery Over Buyout Deal
A former common stockholder of Via Renewables Inc. has sued the Houston energy company's board members and controlling stockholders in Delaware's Court of Chancery, alleging they breached their fiduciary duties in connection with a June 13 buyout that took the company private.
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July 25, 2024
8 Firms Guide Pair Of IPOs For Health Provider, Airline Giant
Occupational health services provider Concentra Group Holdings Parent Inc. and South American air travel giant Latam Airlines Group SA debuted in trading Thursday after pricing listings that nearly raised $1 billion combined, guided by eight law firms total.
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July 25, 2024
Bally's OKs Standard General's Takeover Valuing It At $4.6B
Bally's Corp. announced on Thursday its plans to merge with Standard General-owned The Queen Casino & Entertainment Inc., a regional casino operator, in a deal that values Bally's at $4.6 billion and was crafted by five law firms.
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July 25, 2024
Deals Rumor Mill: Wiz-Google, Daily Telegraph, Medline IPO
Cybersecurity startup Wiz has rebuffed a buyout offer from Google, former British finance minister Nadhim Zahawi is preparing a $773 million bid for the Daily Telegraph, and medical supplies giant Medline is preparing an initial public offering for 2025. Here, Law360 breaks down these and other notable deal rumors from the past week.
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July 25, 2024
Kroger, Albertsons Agree To Delay $25B Merger Closing
Kroger Co. and Albertsons said Thursday they agreed to delay closing on their $25 billion merger until after a judge rules on the merits of Colorado regulators' antitrust case, allowing the companies to avoid a two-week hearing next month.
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July 25, 2024
Bird & Bird-Led Comms Biz Buys Rival For Up To £13M
Gamma Communications PLC said Thursday that it has bought call center technology specialist BrightCloud Group Ltd. in a transaction worth up to £13 million ($17 million), as the telecommunication services provider looks toward expansion in Europe.
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July 24, 2024
FTC Chair Wary AI Tools Can Be Used For Corporate Collusion
Federal Trade Commission Chair Lina Khan weighed in on a host of topics during a discussion Wednesday at the Ninth Circuit Judicial Conference, expressing concerns about the agency's high legal bills for expert witnesses and describing AI price-setting tools as a potential loophole for collusion.
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July 24, 2024
NBA Reaches $76B, 11-Year Deal With Amazon, NBC, Disney
The National Basketball Association announced Wednesday that it has negotiated new telecast and streaming agreements with Amazon, NBCUniversal and The Walt Disney Co. collectively worth $76 billion, bringing to an end the league's long-standing partnership with TNT, which has vowed to "take appropriate action."
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July 24, 2024
Ex-Arena Group CEO Says He's Owed Fees For Dueling Suits
The former CEO of digital publisher The Arena Group is demanding that the company make its contractual payments to him to cover his costs for dueling lawsuits against one another in separate state courts, according to a Wednesday suit in Delaware Chancery Court.
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July 24, 2024
Paramount Defaulted On Co. Sale Doc Demand, Chancery Told
Paramount Global has "completely defaulted" on obligations to provide documents sought by a shareholder investigating controller Shari Redstone's alleged self-interested "usurpation" of the media company's sale opportunities, a stockholder attorney told a Delaware Court of Chancery magistrate Wednesday.
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July 24, 2024
Judge Sets Up 2-Tier Counsel Access In DOJ Live Nation Suit
A New York federal judge on Tuesday set up a two-tiered system for document access in the U.S. Department of Justice's antitrust lawsuit against Live Nation and Ticketmaster, limiting sensitive information from other market participants from Live Nation in-house counsel.
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July 24, 2024
Rite Aid's Elixir Buyer Must Pay Additional $50M In Ch. 11 Sale
Prescription benefits group MedImpact owes an extra $50 million on top of $576 million it paid Rite Aid for its former benefits division Elixir, a New Jersey bankruptcy judge ruled Wednesday, saying his earlier ruling on $200 million in disputed liabilities from the sale didn't fundamentally disrupt a post-closing price adjustment.
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July 24, 2024
Int'l Firm Garrigues Merges With Full-Service Mexican Firm
International legal and tax services firm Garrigues will create one of the largest law firms in Mexico by integrating a full-service Mexican firm into the group by the end of 2024, both firms announced.
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July 24, 2024
Senate Dems Demand Scrutiny Of T-Mobile, UScellular Deal
T-Mobile's plan to buy the wireless operations of yet another mobile network operator — this time, United States Cellular Corp. — several years after it was allowed to merge with Sprint to become the third biggest carrier in the country is a bad idea, a handful of Democratic senators have told the U.S. Department of Justice and FCC.
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July 24, 2024
EV Co. Scores Initial OK On $13M Deal To End Investor Suits
A Colorado federal judge has granted preliminary approval to a $13.3 million settlement resolving shareholder lawsuits against commercial electric-vehicle company Lightning eMotors, whose executives and directors had been accused of touting unrealistic growth projections in the lead-up to a 2021 merger.
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July 24, 2024
Latham, Stevens & Lee Guide Bitcoin Co.'s $365M SPAC Deal
Bitcoin rewards provider Fold and a special purpose acquisition company announced Wednesday they agreed to merge through a transaction that will take Fold public at an estimated $365 million valuation, with attorneys from Stevens & Lee and Latham counseling the parties.
Expert Analysis
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Online Portal Helps Fortify Feds' Unfair Health Practices Fight
The Federal Trade Commission, U.S. Justice Department and the U.S. Department of Health and Human Services recently launched an online portal where the public can report potentially unfair healthcare practices, effectively maximizing enforcers' abilities to police anti-competitive actions that can drive up healthcare costs and chill innovation, say attorneys at Seyfarth.
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Series
Walking With My Dog Makes Me A Better Lawyer
Thanks to my dog Birdie, I've learned that carving out an activity different from the practice of law — like daily outdoor walks that allow you to interact with new people — can contribute to professional success by boosting creativity and mental acuity, as well as expanding your social network, says Sarah Petrie at the Massachusetts Attorney General’s Office.
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Navigating SPAC Market Challenges For Microcap Issuers
For microcap issuers, the special-purpose acquisition vehicle market tells a cautionary tale in which few targets attain the advantages they seek, and important considerations for companies with market capitalization of under $300 million include negotiating costs and expenses upfront to avoid becoming saddled with debt, say attorneys at Lucosky Brookman.
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Think Like A Lawyer: Follow The Iron Rule Of Trial Logic
Many diligent and eager attorneys include every good fact, point and rule in their trial narratives — spurred by the gnawing fear they’ll be second-guessed for leaving something out — but this approach ignores a fundamental principle of successful trial lawyering, says Luke Andrews at Poole Huffman.
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The Art Of Asking: Leveraging Your Contacts For Referrals
Though attorneys may hesitate to ask for referral recommendations to generate new business, research shows that people want to help others they know, like and trust, so consider who in your network you should approach and how to make the ask, says Rebecca Hnatowski at Edwards Advisory.
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The Drawbacks Of Banking Regulators' Merger Review Plans
Recent proposals for bank merger review criteria by the Office of the Comptroller of the Currency and Federal Deposit Insurance Corp. share common pitfalls: increased likelihood of delays, uncertainties, and new hurdles to transactions that could impede the long-term safety and soundness of the banks involved, say attorneys at WilmerHale.
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Series
Being An Equestrian Makes Me A Better Lawyer
Beyond getting experience thinking on my feet and tackling stressful situations, the skills I've gained from horseback riding have considerable overlap with the skills used to practice law, particularly in terms of team building, continuing education, and making an effort to reset and recharge, says Kerry Irwin at Moore & Van Allen.
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7th Circ. Mootness Fee Case May Curb Frivolous Merger Suits
On April 15, the Seventh Circuit in Jorge Alcarez v. Akorn Inc. mapped out a framework for courts to consider mootness fees paid to individual shareholders after the voluntary dismissal of a challenge to a public company merger, which could encourage objections to mootness fees and reduce the number of frivolous merger challenges filed, say attorneys at Skadden.
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4 Ways To Refresh Your Law Firm's Marketing Strategy
With many BigLaw firms relying on an increasingly obsolete marketing approach that prioritizes stiff professionalism over authentic connection, adopting a few key communications strategies to better connect with today's clients and prospects can make all the difference, say Eric Pacifici and Kevin Henderson at SMB Law.
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What 3rd Circ. Trust Ruling Means For Securitization Market
Mercedes Tunstall and Michael Gambro at Cadwalader break down the Third Circuit's March decision in Consumer Financial Protection Bureau v. National Collegiate Master Student Loan Trust, as well as predict next steps in the litigation and the implications of the decision for servicers and the securitization industry as a whole.
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Ensuring Nonpublic Info Stays Private Amid SEC Crackdown
Companies and individuals must take steps to ensure material nonpublic information remains confidential while working outside the office, as the U.S. Securities and Exchange Commission continues to take enforcement actions against those who trade on MNPI and don't comply with new off-channel communications rules in the remote work era, say attorneys at BakerHostetler.
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Behind Indiana's Broad New Healthcare Transactions Law
The high materiality threshold in Indiana's recently passed healthcare transaction law, coupled with the inclusion of private equity in its definition of healthcare entities, makes it one of the broadest state review regulations to date, say attorneys at DLA Piper.
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Highlights From The 2024 ABA Antitrust Spring Meeting
U.S. merger enforcement and cartels figured heavily in this year's American Bar Association spring antitrust meeting, where one key takeaway included news that the Federal Trade Commission's anticipated changes to the Hart-Scott-Rodino form may be less dramatic than many originally feared, say attorneys at Freshfields.
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What FERC's Disclosure Demands Mean For Cos., Investors
Two recent Federal Energy Regulatory Commission orders reflect the commission's increasingly meticulous approach to reviewing corporate structures in applications for approval of proposed consolidations, acquisitions or changes in control — putting the onus on the regulated community to track and comply with ever-more-burdensome disclosure requirements, say attorneys at Willkie.
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Del. Match.com Ruling Maintains Precedent In Time Of Change
Despite speculation that the Delaware Supreme Court could drive away corporations if it lowered the bar for business judgment review in its Match.com stockholder ruling, the court broke its recent run of controversial precedent-busting decisions by upholding, and arguably strengthening, minority stockholder protections against controller coercion, say Renee Zaytsev and Marc Ayala at Boies Schiller.