Mergers & Acquisitions

  • July 31, 2024

    Discover Could Pay $200M In Card 'Misclassification' Fines

    Discover Financial Services told investors on Wednesday that it could face $200 million in potential regulatory penalties over its past "misclassification" of certain credit card accounts, an issue that's also led to class action litigation and other scrutiny for the card giant.

  • July 31, 2024

    Fla. Jury Awards $8.3M In Spat Over Sale Of Pro Player Brand

    A Florida jury has awarded Perry Ellis $8.3 million after finding that United Legwear Co. purposely depressed the value of Perry Ellis' Pro Player brand under a licensing agreement to avoid paying fair market value when it purchased the brand later.

  • July 31, 2024

    Chancery OK Sought For $2.5M BigBear.ai SPAC Suit Deal

    GigCapital Global has agreed to pay $2.5 million to settle a Delaware Chancery Court shareholder class action that sought damages for alleged breaches of fiduciary duty and unjust enrichment in connection with the 2021 go-public merger with artificial intelligence company BigBear.ai.

  • July 31, 2024

    Quality Not Baked Into NC Hospital Deal, HCA Tells Biz Court

    A for-profit healthcare network has asked the North Carolina Business Court to find that its contract to buy an Asheville hospital didn't specify the quality of services it must provide, saying the state attorney general has sought to impose demands that don't exist.

  • July 31, 2024

    Steward Health Care Gets OK To Close 2 Mass. Hospitals

    A Texas bankruptcy judge Wednesday approved the closure of two Massachusetts hospitals owned by Steward Health Care after the debtor said that it was unable to find buyers for them.

  • July 31, 2024

    Chancery Keeps Challenge To $1.5B Genius Sports Deal Alive

    Stockholders of a blank check company that took sports data company Genius Sports Ltd. public have overcome a bid to spike their Delaware Court of Chancery challenge to the $1.5 billion deal.

  • July 31, 2024

    $7.25M Del. Settlement Offered In $1.35B UpHealth SPAC Suit

    Parties to a Delaware Court of Chancery stockholder suit that challenged a $1.35 billion take-public "blank-check" company merger with Florida-based digital health manager UpHealth Inc. have reached a $7.25 million settlement of all claims, pending court approval, according to an agreement filed Tuesday.

  • July 31, 2024

    Chancery Goes With Deal Price In Exchange Co. Appraisal

    A venture capital firm that sued for an appraisal of its investment in FairXchange Inc. is entitled to $10.42 per share, the same as the $330 million deal price that Coinbase Global Inc. offered when it bought the securities exchange startup in 2022, a Delaware vice chancellor ruled Tuesday.

  • July 31, 2024

    Doc 'Muddle' Stalls Trump Media SPAC Figure's Ouster Suit

    Pointing to multiple, conflicting operating agreement versions, a Delaware vice chancellor said she was unable to rule Wednesday on a suit to uphold dismissal of the managing member of a blank check company sponsor for the deal that took former President Donald Trump's social media company public.

  • July 31, 2024

    UPDATE: Paramount Global Bid Called Into Question After Announcement Pulled

    The validity of a purported $43 billion takeover offer for Paramount Global from Apex Capital is being called into question, after the press release service that published the announcement removed it.

  • July 31, 2024

    Mercon Coffee's Ch. 11 Liquidation Plan Confirmed

    A New York bankruptcy judge has confirmed the liquidation plan for coffee supplier Mercon Coffee Corp. after ruling earlier this month the company can't reward corporate insiders who stuck with it through its Chapter 11 case with a release from future litigation.

  • July 31, 2024

    BakerHostetler, Dechert Steer $2.3B CBIZ-Marcum Deal

    Cleveland-based accounting firm CBIZ Inc. said Wednesday it has agreed to buy competitor Marcum in a $2.3 billion deal that will create the seventh-largest accounting services provider in the U.S.

  • July 31, 2024

    Aussie Bank ANZ Acquires Suncorp Unit For $3.2B

    Australia and New Zealand Banking Group Ltd. said Wednesday that it has acquired Suncorp Bank for approximately 4.9 billion Australian dollars ($3.2 billion), two years after it signed the deal.

  • July 31, 2024

    Veolia To Sell Sulfuric Acid Regeneration Biz For $620M

    Veolia Environnement SA said Wednesday that a U.S. subsidiary has agreed to sell its acid purification business to American Industrial Partners, a mid-market private equity firm, for $620 million, as the French infrastructure manager refocuses its business.

  • July 30, 2024

    FTC Seeks Temporary Kroger-Albertsons Block In Oregon

    The Federal Trade Commission is formally seeking a temporary block against Kroger's proposed purchase of Albertsons, arguing in an Oregon federal court brief unsealed Tuesday that the planned divestiture of 579 stores to a "failed" supermarket boss won't adequately protect consumers or union labor facing dramatically increased concentration.

  • July 30, 2024

    Atty Teams Wrestle In Chancery Over WWE Merger Suit Pick

    Two legal tag teams have pitched competing bids to lead a Delaware Court of Chancery suit aimed at World Wrestling Entertainment Inc. and its $21.4 million merger with Ultimate Fighting Championship, with one stressing the depth of its complaint and the other, in part, stressing depth of experience in pressing sexual misconduct claims.

  • July 30, 2024

    Ebix Ch. 11 Plan Ruling Held Up By Liability Release Dispute

    A Texas bankruptcy judge declined to rule Tuesday on Ebix Inc.'s request for Chapter 11 plan confirmation, telling the parties he needed more time to sort out a dispute over third-party releases contained in the reorganization deal.

  • July 30, 2024

    $8.5B Gores-Led Metal Packaging Co. SPAC Draws Del. Suit

    A former shareholder of the blank-check company that took Ardagh Metal Packaging Group SA public has packaged up a Delaware Court of Chancery lawsuit seeking damages in the wake of the merged company's stock plunge after going public in an $8.5 billion cash-and-share deal.

  • July 30, 2024

    Mass. Says $30M Funding For Steward Will Fund Quick Sales

    The Commonwealth of Massachusetts has told a Texas bankruptcy judge that its agreement to pay $30 million to debtor Steward Health Care is designed to help fund operations at the debtor's struggling hospitals while sales are pursued.

  • July 30, 2024

    Ropes & Gray Adds Partner To Int'l Tax Practice

    Ropes & Gray LLP recently added a tax adviser with a wealth of experience navigating transactions, funds and investments for clients as a partner in its New York office, the firm said.

  • July 30, 2024

    AI Dominance In Startup Funding Has Small Biz Concerned

    Except for funding for artificial-intelligence startups, early-stage companies are struggling to raise capital amid higher interest rates and lean markets for initial public offerings and mergers and acquisitions, members of a small business-focused panel advising the U.S. Securities and Exchange Commission said Tuesday.

  • July 30, 2024

    Activist Investor Demands Against US Firms Spike 9%

    The number of U.S. companies subject to shareholder activist demands in the first half of this year increased to 449 from 412 companies in the first half of last year, representing a 9% jump, according to a report published Tuesday by Diligent Market Intelligence.

  • July 30, 2024

    Vista Delays Vote On CSG Deal To Review Alternative Paths

    Vista Outdoor Inc. on Tuesday delayed its shareholder vote on the sale of its sporting products division, The Kinetic Group, to Czech defense company Czechoslovak Group AS to begin a review of strategic alternatives, which includes evaluating a competing bid from Dallas-based MNC Capital Partners LP.

  • July 30, 2024

    Milbank Guiding Chorus Aviation On $1.4B Sale Of Leasing Biz

    Canada's Chorus Aviation Inc. said Tuesday it has agreed to sell its regional aircraft leasing business to investment funds managed by HPS Investment Partners for about CA$1.9 billion ($1.4 billion). 

  • July 30, 2024

    GSK To Put Up To $7.2B Into Biotech VC's Pipeline

    GlaxoSmithKline said Monday it is investing up to $7.2 billion in a biotech venture capital firm's research and development pipeline, focusing on treatments for respiratory and immune problems.

Expert Analysis

  • 4 Ways To Refresh Your Law Firm's Marketing Strategy

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    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.

  • What 3rd Circ. Trust Ruling Means For Securitization Market

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    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.

  • Ensuring Nonpublic Info Stays Private Amid SEC Crackdown

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    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.

  • Behind Indiana's Broad New Healthcare Transactions Law

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    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.

  • Highlights From The 2024 ABA Antitrust Spring Meeting

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    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.

  • What FERC's Disclosure Demands Mean For Cos., Investors

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    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.

  • Del. Match.com Ruling Maintains Precedent In Time Of Change

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    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.

  • FDIC Bank Merger Reviews Could Get More Burdensome

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    Recently proposed changes to the Federal Deposit Insurance Corp. bank merger review process would expand the agency's administrative processes, impose new evidentiary burdens on parties around competitive effects and other statutory approval factors, and continue the trend of long and unpredictable processing periods, say attorneys at Simpson Thacher.

  • Series

    Whitewater Kayaking Makes Me A Better Lawyer

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    Whether it's seeing clients and their issues from a new perspective, or staying nimble in a moment of intense challenge, the lessons learned from whitewater kayaking transcend the rapids of a river and prepare attorneys for the courtroom and beyond, says Matthew Kent at Alston & Bird.

  • Del. Lessons For Director-Nominees On Sharing With Activists

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    The Delaware Chancery Court's recent decision in Icahn Partners v. deSouza finding that a director wasn't permitted to share certain privileged information with the activist stockholders that nominated him shows the need for companies to consider imposing appropriate confidentiality requirements on directors, say attorneys at Sullivan & Cromwell.

  • This Earth Day, Consider How Your Firm Can Go Greener

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    As Earth Day approaches, law firms and attorneys should consider adopting more sustainable practices to reduce their carbon footprint — from minimizing single-use plastics to purchasing carbon offsets for air travel — which ultimately can also reduce costs for clients, say M’Lynn Phillips and Lisa Walters at IMS Legal Strategies.

  • New Proposal Signals Sharper Enforcement Focus At CFIUS

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    Last week's proposed rule aimed at broadening the Committee on Foreign Investment in the United States' enforcement authority over foreign investments and increasing penalties for violations signals that CFIUS intends to continue expanding its aggressive monitoring of national security issues, say attorneys at Kirkland.

  • 4 Ways AI Tools Can Improve Traditional Merger Analyses

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    Government officials at the American Bar Association's annual antitrust spring meeting last week reinforced the view that competition cases will increasingly rely on sophisticated data analysis, so companies will likewise need to use Big Tech quantitative techniques to improve traditional merger analyses, say Patrick Bajari, Gianmarco Calanchi and Tega Akati-Udi at Keystone.

  • Oracle Ruling Underscores Trend Of Mootness Fee Denials

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    The Delaware Chancery Court’s recent refusal to make tech giant Oracle shoulder $5 million of plaintiff shareholders' attorney fees illustrates a trend of courts raising the standard for granting the mootness fee awards once ubiquitous in post-merger derivative disputes, say attorneys at Troutman Pepper.

  • Blocked JetBlue-Spirit Deal Illustrates New Antitrust Approach

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    The U.S. Department of Justice’s recent successful block of a merger between JetBlue Airways and Spirit Airlines demonstrates antitrust enforcers’ updated and disparate approach to out-of-market benefits versus out-of-market harms, say Lisa Rumin and Anthony Ferrara at McDermott.

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