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Mergers & Acquisitions
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July 16, 2024
Manatt Adds Healthcare Transactions Partner From McDermott
Manatt Phelps & Phillips LLP has added a new healthcare partner to its Boston office.
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July 16, 2024
AI Robotics Investor Sues In Delaware For Duty Breaches
A shareholder of a special purpose acquisition company that took artificial intelligence robotics company Berkshire Grey Inc. public filed a putative class action in Delaware's Court of Chancery late Monday against the company's officers and directors, seeking damages for breaches of fiduciary duty.
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July 16, 2024
UK's Probe Of Microsoft-Inflection AI Deal Moves Ahead
The U.K.'s antitrust enforcer launched a formal merger inquiry on Tuesday into Microsoft Corp.'s relationship with Inflection AI after asking for public input earlier this year on several artificial intelligence investments made by Microsoft and Amazon.
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July 16, 2024
Stradley Ronon Hires 2 Corporate Attorneys In DC
Stradley Ronon Stevens & Young LLP has hired two corporate partners in Washington, D.C., and one of those new additions will co-lead the firm's private investment funds practice, according to a Monday announcement.
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July 16, 2024
Kirkland-Led Blue Owl Buys Atalaya Capital For Up To $800M
Kirkland & Ellis LLP-advised private-equity shop Blue Owl Capital Inc. on Tuesday unveiled plans to buy alternative credit manager Atalaya Capital Management LP, led by Cravath Swaine & Moore LLP, for up to $800 million, continuing a trend seen earlier in the year of private-equity firms merging with or acquiring other asset managers.
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July 16, 2024
Starboard Demands Change At Tinder Owner Match
New York-based activist investor Starboard Value LP has amassed a 6.6% stake in Match Group Inc. and is pushing the company to go private if it can't make "value-enhancing" gains after its stock plummeted from its 2021 heyday, according to a letter published Tuesday by Starboard.
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July 16, 2024
The 2024 Diversity Snapshot: What You Need To Know
Law firms' ongoing initiatives to address diversity challenges have driven another year of progress, with the representation of minority attorneys continuing to improve across the board, albeit at a slower pace than in previous years. Here's our data dive into minority representation at law firms in 2023.
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July 16, 2024
Rising Star: Wachtell's Eric M. Feinstein
Eric Feinstein of Wachtell Lipton Rosen & Katz has advised various companies on highly complex M&A transactions, including Fidelity National Information Service's $18.5 billion carve-out sale of its Worldpay merchant solutions business to private equity giant GTCR, earning him a spot among the mergers and acquisitions law practitioners under age 40 honored by Law360 as Rising Stars.
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July 16, 2024
These Firms Have The Most Diverse Equity Partnerships
Law360’s law firm survey shows that firms' efforts to diversify their equity partner ranks are lagging. But some have embraced a broader talent pool at the equity partner level. Here are the ones that stood out.
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July 16, 2024
Gibson Dunn, Kirkland Steer $737M KBR-LinQuest Deal
Gibson Dunn is steering Houston-based defense and space contractor KBR on a new deal to buy LinQuest Corp., a provider of defense analytics to the U.S. government represented by Kirkland & Ellis, for $737 million, according to a statement from KBR on Tuesday.
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July 16, 2024
Precision Tools Supplier To Buy US Rival For Up To $683M
Spectris said Tuesday that it has agreed to buy rival U.S.-based Micromeritics in a deal worth up to $683 million as the British precision tools supplier looks to improve its advanced materials analysis division and grow into the clean technology sector.
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July 15, 2024
T-Mobile Broke Price-Lock Promise After Merger, Suit Says
T-Mobile's promise to federal regulators not to raise prices for three years after its megamerger with Sprint has now expired and it's hiking prices, even on plans that it told customers it would never raise the rates on, according to a new proposed class action.
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July 15, 2024
JetBlue-Spirit Flyers Seek $20M Atty Fees Following DOJ Win
The private plaintiffs who challenged the failed JetBlue-Spirit merger asked a Massachusetts federal judge to award their counsel at least $20 million in fees, saying they "substantially contributed" to the U.S. Department of Justice successfully squashing the deal and are the prevailing party in their case.
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July 15, 2024
CD&R Tells Del. Court Covetrus Sale 'Fully Informed'
An attorney for private equity firm Clayton Dubilier & Rice LLC told a Delaware vice chancellor Monday that stockholders of animal health company Covetrus Inc. were fully informed when they approved a $21-per-share takeover by CD&R and TPG Capital in 2022, disputing allegations of knowing standstill agreement violations and disclosure failures.
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July 15, 2024
Pump Co. Execs Must Face Trustee's $59.7M Transfer Suit
A Connecticut federal judge won't toss a Chapter 7 bankruptcy trustee's lawsuit claiming that three former engineering company executives transferred $59.7 million to a holding entity and sent the company into ruin to avoid paying asbestos claims, ruling Monday that the suit plausibly alleges that the executives had conflicts of interest and concealed their conduct.
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July 15, 2024
Cybersecurity Investor Sues For Docs On PE Merger Wipeout
California-based cybersecurity company Exabeam Inc. has been hit with a books and records request by a shareholder seeking to halt the company's private stock-for-stock merger with competitor LogRhythm, which is owned by private equity firm Thoma Bravo.
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July 15, 2024
Chancery Finds Truth Social SPAC Should Get Docs
The sponsor of the special purpose acquisition company that took former President Donald Trump's Truth Social public must turn over most of the documents the SPAC sought as part of the parties' Delaware litigation, a Chancery Court judge ruled Monday, teeing the case up for trial on July 29.
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July 15, 2024
Calif. Man Avoids Prison For Lumentum Insider Trading
A California man who pled guilty to trading on tips from a former executive of laser company Lumentum Holdings Inc. avoided prison Monday in light of his assistance to the government's investigation.
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July 15, 2024
Towers Watson Asks 4th Circ. To Find Merger Dispute Covered
Towers Watson's insurers must pay out $54 million in remaining directors and officers coverage to help fund a $75 million settlement in a shareholder suit over the company's merger with Willis, Towers Watson told the Fourth Circuit, saying a so-called bump-up exclusion does not apply.
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July 15, 2024
B. Riley, Others Sued In Del. After Franchise Group Buyout
Four Franchise Group LLC stockholders sued the company's principals and top investors in Delaware's Court of Chancery Friday, alleging that they and others were shortchanged by an insider-controlled $2.8 billion take-private sale of the business after an allegedly sham marketing effort and undisclosed conflicts.
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July 15, 2024
$6.4B IBM-HashiCorp Deal Gets FTC Second Request
The Federal Trade Commission is taking a deeper look at IBM's planned $6.4 billion acquisition of HashiCorp Inc., about one month after IBM voluntarily reset a 30-day initial review period for the transaction, a Monday securities filing shows.
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July 15, 2024
Unilever Sells Water Purification Biz To AO Smith For $120M
Water technology company A.O. Smith has agreed to buy residential water purification solutions provider Pureit from Unilever for roughly $120 million in cash, the two parties announced in separate Monday statements.
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July 15, 2024
Catching Up With Delaware's Chancery Court
Chancery Court news was full of fees and settlements last week, with three multimillion-dollar deals getting a court OK, and a daylong discussion over a potentially multibillion-dollar fee award for attorneys who got Tesla CEO Elon Musk's astronomical pay package thrown out. The court also banged the gavel in cases involving e-payment venture SwervePay and managed care company Centene Corp., and heard arguments from software company SAP SE and biotech Renmatix Inc.
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July 15, 2024
Health Services Spinoff Leads 3 IPO Launches Totaling $1.1B
Occupational health services provider Concentra Group Holdings Parent Inc. unveiled a price range Monday for an estimated $551 million initial public offering, leading a trio of companies that launched plans for new listings that would exceed $1.1 billion combined.
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July 15, 2024
Rising Star: Covington's Andrew Fischer
Covington & Burling LLP M&A partner Andrew Fischer has spent a large chunk of his career fostering relationships with his clients to help lead them through complex deals, including Merck's $11.5 billion acquisition of Acceleron and Bristol Myers Squibb's $14 billion purchase of Karuna Therapeutics, making him one of the law practitioners under 40 honored by Law360 as Rising Stars.
Expert Analysis
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9 Considerations For Divestitures, Carveouts And Spinouts
Amid new economic optimism, data protection, transitional services and seven other considerations can help legal practitioners untangle complex divestitures, carveouts and spinouts to unlock value for corporate sellers, say Kimberly Petillo-Décossard and Kristen Rohr at White & Case.
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A Post-Mortem Analysis Of Stroock's Demise
After the dissolution of 147-year-old firm Stroock late last year shook up the legal world, a post-mortem analysis of the data reveals a long list of warning signs preceding the firm’s collapse — and provides some insight into how other firms might avoid the same disastrous fate, says Craig Savitzky at Leopard Solutions.
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Mitigating The Risk Of Post-Closing M&A Earnout Disputes
Today's uncertain deal environment makes a well-crafted earnout an excellent way for parties to accomplish a desired transaction that would not otherwise occur, but transacting parties also need to take key steps to avoid the risk of post-closing disputes that earnouts can present, say Chad Barton and Claire Lydiard at Holland & Knight.
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Planning For Stymied HSR Filings At FTC If Shutdown Occurs
If the government were to shut down in early March, the inability to submit Hart-Scott-Rodino filings with the Federal Trade Commission would grind transactions to a halt, and parties should consider numerous implications as they are negotiating or planning to close pending transactions, say attorneys at DLA Piper.
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Texas Ruling Clarifies That Bankruptcy Shields LLC Rights
A Texas bankruptcy court’s recent ruling in In re: Envision makes it clear that the Bankruptcy Code preempts a section of Delaware state law that terminates a member’s interest in an LLC upon a bankruptcy filing, clarifying conflicting case law, say Larry Halperin and Joon Hong at Chapman and Cutler.
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Series
Coaching High School Wrestling Makes Me A Better Lawyer
Coaching my son’s high school wrestling team has been great fun, but it’s also demonstrated how a legal career can benefit from certain experiences, such as embracing the unknown, studying the rules and engaging with new people, says Richard Davis at Maynard Nexsen.
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What To Know About RWI In Acquisition And Divestiture Deals
As a slower pace of merger activity turns underwriters toward new industries, representations and warranties insurance policies are increasingly being written for acquisition and divestiture energy deals, making it important for contracting parties to understand how the RWI underwriting process works in this new sector, say attorneys at Haynes Boone.
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SG's Office Is Case Study To Help Close Legal Gender Gap
As women continue to be underrepresented in the upper echelons of the legal profession, law firms could learn from the example set by the Office of the Solicitor General, where culture and workplace policies have helped foster greater gender equality, say attorneys at Ocean Tomo.
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The Latest Antitrust Areas For In-House Counsel To Watch
The U.S. Department of Justice and the Federal Trade Commission's increasingly aggressive approach to antitrust enforcement means in-house counsel should closely monitor five key compliance issues, say attorneys at Squire Patton.
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Navigating New Regulations In Healthcare And Other M&A
While notice requirements recently enacted in several states are focused on the healthcare industry for now, this trend could extend to other industries as these requirements are designed to allow regulators to be a step ahead and learn more about a transaction long before it occurs, say Kathleen Premo and Ashley Creech at Epstein Becker.
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Aviation Back On Course, But Keep Seat Belts Fastened
While the airline industry finally returned to profitability last year for the first time since the onset of COVID-19, and is poised for historic levels of traffic in 2024, supply chain problems and economic and geopolitical uncertainty persist — so more turbulence may lie ahead, say Kevin Lewis and Bart Biggers at Sidley.
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Del. Dispatch: Clarification On Fiduciary Duties Of Controllers
The Delaware Chancery Court’s January opinion in a Sears Hometown and Outlet Stores' stockholder dispute — holding that a controlling stockholder owes the company and minority shareholders some fiduciary duties when selling shares or voting to change the status quo — suggests instances where investors opposing board decisions should tread carefully, say attorneys at Fried Frank.
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Healthcare Collabs Can Alleviate Labor, Antitrust Challenges
Two major challenges facing hospitals and health systems include labor shortages and increased antitrust scrutiny at both federal and state levels, but collaborative efforts may help with addressing these difficulties, says Sumaya Noush at McDermott.
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Reimagining Law Firm Culture To Break The Cycle Of Burnout
While attorney burnout remains a perennial issue in the legal profession, shifting post-pandemic expectations mean that law firms must adapt their office cultures to retain talent, say Kevin Henderson and Eric Pacifici at SMB Law Group.
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Assessing Merger Guideline Feedback With Machine Learning
Large language modeling appears to show that public sentiment matches agency intent around the new merger control guidelines from the Federal Trade Commission and U.S. Justice Department, says Andrew Sfekas at Cornerstone Research.