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Mergers & Acquisitions
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February 03, 2025
PetroQuest Gets OK For $20.6M Texas Oilfield Sale
A Delaware bankruptcy judge on Monday approved the $20.6 million sale of PetroQuest Energy's East Texas oilfields, more than two years after a failed attempt to sell those fields sparked a lawsuit that helped land the company in Chapter 11.
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February 03, 2025
ADNOC, OMV Merger Talks Move Ahead In 'Positive Manner'
The Abu Dhabi National Oil Co. says talks with Austria's OMV to create a new global polyolefins group, potentially valued around $30 billion, are proceeding "in a constructive and positive manner."
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February 03, 2025
Hyatt Extends Talks About Possible Playa Hotels Buy
Playa Hotels & Resorts NV and Hyatt Hotels Corp. announced Monday that the two companies are still in talks about a potential acquisition, noting that the duo have extended an exclusivity agreement to Feb. 10.
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February 03, 2025
Liberated Brands Files Ch. 11 After Losing Clothing Licenses
Liberated Brands LLC, a retail company that sells clothes for brands like Volcom, RVCA and Billabong, filed for bankruptcy in Delaware with $226 million in debt to wind down and sell its operations after a retail lull pinched its liquidity and led a third-party brand owner to pull out of key license agreements.
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February 03, 2025
3 Firms Advise On $3B Triumph Group Go-Private Agreement
Pennsylvania-based Triumph Group said Monday it has agreed to be taken private by affiliates of Berkshire Partners and Warburg Pincus, exciting investors as the aircraft component maker's stock jumped more than 34% in morning trading.
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February 03, 2025
L'Oreal Sells €3B Sanofi Stake Back To French Pharma Co.
Cosmetics giant L'Oreal SA said Monday that it is selling a €3 billion ($3.1 billion) stake in Sanofi back to the French drugmaker, cashing in part of its holding after Sanofi's shares outperformed the market over the past year.
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January 31, 2025
Pause UScellular Deal During False Claims Case, Attys Say
Two communications attorneys have urged the Federal Communications Commission to reject the $4.4 billion transfer of UScellular spectrum licenses to T-Mobile, at least until their False Claims Act dispute with the company can be resolved in the D.C. Circuit.
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January 31, 2025
January's IPO Market Was Active Despite Tepid Debuts
Capital markets lawyers kept busy in January thanks to a sizable increase in initial public offerings, but the largest IPOs performed weaker than expected, likely sobering market participants' expectations going forward.
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January 31, 2025
FCC Dem Blasts Escalation Of CBS '60 Minutes' Probe
A Democratic Federal Communications Commissioner is slamming the agency for its revival of a complaint regarding CBS' editing of an interview with former Vice President Kamala Harris, calling the move a weaponization of the commission's licensing authority.
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January 31, 2025
CMA Clears Outbrain's $1B Altice Video Platform Deal
Digital advertising technology provider Outbrain is free to move forward with its $1 billion plan to pick up video advertising platform Teads from European telecommunications company Altice, after the United Kingdom's competition enforcer gave the transaction its blessing.
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January 31, 2025
Red States Back Trump Against 'Distracting' Truth Social Suit
Fifteen Republican-led states have joined President Donald Trump's fight against a lawsuit filed by early investors in his social media platform, with the states on Friday urging a Delaware state court to dismiss the case so as not to "distract" Trump from his presidential duties.
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January 31, 2025
Monthly Merger Review Snapshot
The U.S. Department of Justice challenged a $14 billion Hewlett Packard Enterprise wireless technology transaction, former President Joe Biden made one of his last acts blocking the Nippon Steel-U.S. Steel merger and a federal judge refused to grant the Federal Trade Commission a preliminary injunction against the Tempur Sealy-Mattress Firm tie-up.
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January 31, 2025
Supreme Court Eyes Its 'Next Frontier' In FCC Delegation Case
A case about broadband subsidies will give the U.S. Supreme Court the chance to revive a long-dormant separation of powers principle that attorneys say could upend regulations in numerous industries and trigger a power shift that would make last term's shake-up of federal agency authority pale in comparison. And a majority of the court already appears to support its resurrection.
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January 31, 2025
Owners Appeal Docs Order In Yale's $435M Hospital Sale Fight
Three companies that own property occupied by bankrupt Prospect Medical Holdings Inc. hospitals in Connecticut have appealed a state trial court judge's order to provide documents to Yale New Haven Health in a fight over a $435 million purchase agreement.
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January 31, 2025
Court Won't Block Tempur Sealy's $4B Mattress Firm Deal
A Texas federal court on Friday denied the Federal Trade Commission's bid to put a hold on Tempur Sealy International Inc.'s planned $4 billion purchase of Mattress Firm Group Inc. over concerns about rival mattress suppliers' access to the retail chain.
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January 31, 2025
Chancery Pushes Air Transport SPAC Suit Toward Trial
Stockholders who sued for damages after the take-public merger of an air taxi and medical transport company on Friday beat a dismissal motion filed by the company's principals in Delaware's Court of Chancery, sending the case to discovery and toward trial.
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February 14, 2025
Law360 Seeks Members For Its 2025 Editorial Boards
Law360 is looking for avid readers of our publications to serve as members of our 2025 editorial advisory boards.
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January 31, 2025
Taxation With Representation: Cravath, Gibson Dunn, Milbank
In this week's Taxation with Representation, Eversource Energy sells Aquarion Water Co., Diversified Energy Partners acquires oil and gas company Maverick, Lantheus Holdings buys Evergreen Theragnostics, and NASCAR champion Jimmie Johnson becomes the majority owner in the Legacy Motor Club racing team.
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January 31, 2025
UK Litigation Roundup: Here's What You Missed In London
This past week in London has seen another claim by Woodford investors against Hargreaves Lansdown in the widening £200 million ($248 million) dispute over the fund's collapse, a solicitor barred for his role in a suspected advance fee fraud face action by a Swiss wholesaler, and The Resort Group, which markets investments in luxury hotel resorts, hit with a claim by a group of investors. Here, Law360 looks at these and other new claims in the U.K.
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January 31, 2025
Squire Patton, Willkie Farr Guide $1.3B Allstate Unit Deal
Squire Patton Boggs LLP-advised Nationwide has agreed to buy Group Health from Willkie Farr & Gallagher LLP-led Allstate Corp. for $1.25 billion in cash.
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January 31, 2025
Despite Fewer Biden Antitrust Probes, Abandonments Rose
Despite a historically low number of significant merger investigations under Joe Biden's administration, abandoned transactions far outpaced those seen in Donald Trump's first term or Barack Obama's second, according to a new Dechert LLP report.
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January 31, 2025
Nippon Targets Sanyo Special Steel After Nixed US Steel Deal
Japan's Nippon Steel Corp. on Friday announced plans to launch a tender offer valued at 70.5 billion yen ($456 million) to acquire full control of Sanyo Special Steel, a move that comes in the wake of former President Joe Biden blocking Nippon's $14.9 billion megadeal with U.S. Steel.
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January 30, 2025
2nd Circ. Sees No Skadden Conflict In Pharma Merger Work
The Second Circuit on Thursday declined to revive an investor suit alleging a merger between Sumitomo Pharma America Inc. and Myovant Sciences Ltd. was undervalued because the lawyers from Skadden Arps Slate Meagher & Flom LLP who helped negotiate the deal had undisclosed conflicts of interest.
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January 30, 2025
Loeb & Loeb Leads $150M Greek Shipping Execs' SPAC IPO
Blank-check company Stellar V Capital Corp., which was formed by Greek shipping executives, launched its projected $150 million initial public offering Thursday, with Loeb & Loeb LLP representing Stellar and Ellenoff Grossman & Schole LLP advising the underwriters.
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January 30, 2025
DOJ Calls UnitedHealth Dismissal Bid A Discovery 'End Run'
The U.S. Department of Justice assailed UnitedHealth Group on Wednesday for "masquerading" a "premature" discovery bid as a motion to dismiss the government's Maryland federal court lawsuit challenging the $3.3 billion purchase of home health and hospice giant Amedisys Inc.
Expert Analysis
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Tax Traps In Acquisitions Of Financially Distressed Targets
Excerpt from Practical Guidance
Parties to the acquisition of an insolvent or bankrupt company face myriad tax considerations, including limitations on using the distressed company's tax benefits, cancellation of indebtedness income, tax lien issues and potential tax reorganizations.
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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.