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Mergers & Acquisitions
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July 24, 2024
T-Mobile Plugs $4.9B Into JV With KKR To Buy Metronet
T-Mobile announced Wednesday that it has partnered up with private equity giant KKR to acquire pure-play fiber company Metronet in a joint venture that sees T-Mobile investing roughly $4.9 billion at deal close, in a transaction built by eight law firms.
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July 24, 2024
Vintage Wine Estates Hits Ch. 11 With Intent To Sell Assets
Vintage Wine Estates, which owns 30 wine brands in California, Oregon and Washington, filed for Chapter 11 protection Wednesday with a plan to sell its assets after post-pandemic wine demand dropped.
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July 23, 2024
Kroger And Colo. Talks To Avoid Merger Hearing Stall Out
Negotiations between Kroger Co. and Colorado enforcers to avoid an injunction hearing in the state's challenge to a $24 billion merger with Albertsons appeared to have stalled, prompting the grocers Tuesday to pitch a state judge on other options to avoid the fast-approaching proceeding.
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July 23, 2024
FTC Won't Delay Challenge To Handbag Merger Either
The Federal Trade Commission has declined to pause its administrative challenge to the $8.5 billion handbag merger between the owners of Coach and Michael Koors, saying that even a district court refusal to temporarily enjoin the merger might not end the FTC's in-house case.
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July 23, 2024
Microsoft Calls FTC Price Hike Claims 'Misleading' At 9th Circ
Microsoft pushed back against the Federal Trade Commission's contention that an increase in the company's gaming subscription pricing is evidence of the anticompetitive effects of the software giant's $68.7 billion acquisition of game developer Activision Blizzard Inc., calling the commission out for trying to "reinvent" its case against the merger on appeal to the Ninth Circuit.
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July 23, 2024
US, UK, EU Antitrust Enforcers Outline AI Principles
The top antitrust officials from the U.S. Justice Department, the Federal Trade Commission, the European Commission and the U.K.'s Competition and Markets Authority presented a unified international commitment Tuesday to closely monitor artificial intelligence technology and the companies that they warned could wield AI anticompetitively.
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July 23, 2024
Chancery Ends Challenge To $12.5B Qualtrics' SAP Sale
Saying it was not reasonably conceivable that he would find software giant SAP and Qualtrics International Inc. directors liable for damages after Qualtrics' $12.5 billion sale to Silver Lake Capital despite a superficially better offer, a Delaware vice chancellor on Tuesday dismissed a stockholder challenge to the deal.
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July 23, 2024
FTC Attys On Kroger Case Get Extensions After IT Outage
The administrative law judge overseeing the Federal Trade Commission's in-house challenge to Kroger and Albertsons' $25 billion merger has given the agency and the grocery behemoths two extra days on a couple of filing deadlines after the FTC said the worldwide Microsoft outage left several counsel laptops unusable.
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July 23, 2024
Judge Won't Force Meta To Run Bankrupt Rubio's Ads
A Delaware bankruptcy judge on Tuesday denied a temporary restraining order requested by fast-casual seafood chain Rubio's Coastal Grill against Meta Platforms Inc., which alleged Meta violated an automatic stay in the Chapter 11 case by not running Rubio's ads after the company didn't pay fees it had incurred prepetition.
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July 23, 2024
Sidley, Cooley Craft Filter Maker's $1B Sale To IDEX Corp.
Specialty equipment maker IDEX Corp. will buy industrial filter manufacturer Mott Corp. and its subsidiaries in a $1 billion all-cash deal led by Sidley Austin LLP and Cooley LLP, the companies announced Tuesday.
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July 23, 2024
Judge Doubts CenturyLink Can Block Borrowed Allegations
A Colorado Court of Appeals panel Tuesday pressed an attorney for CenturyLink on why a shareholder can't use allegations borrowed from other cases in his own securities suit against the telecommunications company, with one judge saying that requiring plaintiff's counsel to speak to every witness would be going overboard.
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July 23, 2024
Chancery Spikes Raytheon Stockholder's Derivative Suit
A shareholder who faulted directors at Raytheon Technologies Corp. for allowing a special committee to change employee compensation plans without first seeking stockholder approval has failed to show how the board of directors did anything wrong, a Delaware vice chancellor ruled Tuesday, dismissing the derivative lawsuit.
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July 23, 2024
Capital One Card Holders Sue To Block Discover Merger
Capital One credit card holders launched a proposed class action seeking to block the company's $35 billion purchase of Discover Monday, claiming the acquisition will drive down competition and further consolidate the already-concentrated credit card market.
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July 23, 2024
Tech Firm Mobileum Enters Ch. 11 To Trim Over $500M Debt
Global telecom analytics group Mobileum Inc. sought Chapter 11 protection in Texas on Tuesday, with plans to trim $529 million from its books through a debt-for-equity swap after falsified time records uncovered last year backlogged operations and spurred litigation.
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July 23, 2024
4 Firms Guide SPAC Mergers Targeting AI, Cannabis Sectors
An AI-powered startup that vows to combat "disinformation" and a medical cannabis developer have agreed to go public by merging with special purpose acquisition companies through separate deals unveiled this week, guided by four law firms and a law office.
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July 23, 2024
Snell & Wilmer Hires Longtime Procopio Group Leader In Calif.
Snell & Wilmer LLP has hired a more than 20-year veteran of Procopio Cory Hargreaves & Savitch LLP who led his former firm's emerging growth and venture capital practice group in California.
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July 23, 2024
Kirkland, Paul Weiss Steer $1.36B Sale Of Home Healthcare Co.
Healthcare solutions company Owens & Minor Inc., advised by Kirkland & Ellis LLP, on Tuesday announced plans to buy home-based care business Rotech Healthcare Holdings Inc., guided by Paul Weiss Rifkind Wharton & Garrison LLP, in a $1.36 billion cash deal.
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July 23, 2024
Eni's Mobility Biz Unit Valued At €12.5B As KKR To Buy Stake
Private equity shop KKR will buy a minority stake in the sustainable mobility business of Eni SpA, the Italian supermajor oil company, in a deal that values the subsidiary at up to €12.5 billion ($13.6 billion), the companies said Tuesday.
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July 22, 2024
Chancery Ruling Denies Extra New Relic Doc Release Demand
Two shareholders of web analytics firm New Relic Inc. lost a Delaware Court of Chancery bid Monday for additional disclosures regarding the company's $6.5 billion, $87-per-share buyout by private equity firms Francisco Partners and TPG Capital LP, despite a magistrate's finding that the original, general demand was proper.
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July 22, 2024
Steward Health Care Finds Buyers For 2 Hospitals
Steward Health Care has told a Delaware bankruptcy judge it has found buyers for two of the facilities in its first round of hospital sales in its Chapter 11 case, but three others had attracted no qualified bids.
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July 22, 2024
What Attorneys Need To Know About JD Vance
Vice presidential nominee JD Vance's brief legislative record shows he is aligned with his fellow Republicans on hot-button issues like abortion and immigration, but it also indicates that the senator from Ohio may be willing to break with the GOP mainstream when it comes to regulating big business. Here's what attorneys should know about the vice presidential candidate.
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July 22, 2024
FTC Tells 5th Circ. Anesthesia Co. Can't Stop Antitrust Case
The Federal Trade Commission is telling the Fifth Circuit to dismiss U.S. Anesthesia Partners Inc.'s appeal in the FTC's antitrust case against it, saying the circuit court has no jurisdiction in the appeal because the lower court ruling at issue falls outside the scope of the collateral order doctrine.
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July 22, 2024
Fifth Third Sued In $20M Escrow Dispute Over Dividend Solar
A private equity seller of a solar panel fintech lender that Fifth Third Bank bought in 2022 has sued the bank in New York federal court to free up $20 million in indemnity escrow funds that it alleges the bank has tried improperly to withhold over state investigations tied to the fintech.
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July 22, 2024
99 Cents Only Pivots To New Buyers After $8M Bid Rescinded
Discount retail chain 99 Cents Only asked a Delaware bankruptcy court to approve alternative sales for two California real estate parcels after the winning bidder who submitted a $8 million offer failed to close the deal over the last two months.
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July 22, 2024
In Transfer Row, Live Nation Calls DOJ Case Merger Deal 2.0
Live Nation and Ticketmaster formally asked a skeptical New York federal judge to transfer the U.S. Department of Justice antitrust lawsuit to Washington, D.C., arguing the case clearly grows out of an underlying 2010 deal clearing the merger the government now wants unwound.
Expert Analysis
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Anticipating Disputes In Small Biz Partnerships And LLCs
In light of persistently high failures of small business partnerships and limited liability companies, mediator Frank Burke discusses proactive strategies for protecting and defining business rights and responsibilities, as well as reactive measures for owners.
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Opinion
Industry Self-Regulation Will Shine Post-Chevron
The U.S. Supreme Court's Loper decision will shape the contours of industry self-regulation in the years to come, providing opportunities for this often-misunderstood practice, says Eric Reicin at BBB National Programs.
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3 Ways Agencies Will Keep Making Law After Chevron
The U.S. Supreme Court clearly thinks it has done something big in overturning the Chevron precedent that had given deference to agencies' statutory interpretations, but regulated parties have to consider how agencies retain significant power to shape the law and its meaning, say attorneys at K&L Gates.
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Roundup
After Chevron
In the month since the U.S. Supreme Court overturned the Chevron deference standard, this Expert Analysis series has featured attorneys discussing the potential impact across 26 different rulemaking and litigation areas.
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Opinion
Atty Well-Being Efforts Ignore Root Causes Of The Problem
The legal industry is engaged in a critical conversation about lawyers' mental health, but current attorney well-being programs primarily focus on helping lawyers cope with the stress of excessive workloads, instead of examining whether this work culture is even fundamentally compatible with lawyer well-being, says Jonathan Baum at Avenir Guild.
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How Generative AI May Aid Merger Clearance Process
Generative artificial intelligence capable of analyzing and searching large datasets stands to revolutionize the merger clearance process, including by significantly reducing the time and effort required to respond to Hart-Scott-Rodino second requests, say Kenneth Koch and Brian Blush at BDO USA.
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Antitrust In Retail: The Meaning Of 'Accessible Luxury'
In order for the Federal Trade Commission to block a deal that would put six "accessible luxury" brands, including Coach and Michael Kors, under one roof, the agency will need to prove that this category is distinct from the true luxury or mass-market categories, says David Kully at Holland & Knight.
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A Case Study For Calif. Cities In Water Utility Takeovers
With growing water scarcity and drier weather looming, some local governments in California have sought to acquire investor-owned water utilities by eminent domain — but the 2016 case of Claremont v. Golden State Water is a reminder that such municipalization attempts must meet certain statutory requirements, say attorneys at Nossaman.
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4 Important Events In Bank Regulation: A Midyear Review
The first six months of 2024 have been fairly stable for the banking industry, though U.S. Supreme Court decisions and proposals from regulators have significantly affected the regulatory standards applicable to insured depository institutions, says Christina Grigorian at Katten.
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Series
Skiing And Surfing Make Me A Better Lawyer
The skills I’ve learned while riding waves in the ocean and slopes in the mountains have translated to my legal career — developing strong mentor relationships, remaining calm in difficult situations, and being prepared and able to move to a backup plan when needed, says Brian Claassen at Knobbe Martens.
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Unpacking The Circuit Split Over A Federal Atty Fee Rule
Federal circuit courts that have addressed Rule 41(d) of the Federal Rules of Civil Procedure are split as to whether attorney fees are included as part of the costs of a previously dismissed action, so practitioners aiming to recover or avoid fees should tailor arguments to the appropriate court, says Joseph Myles and Lionel Lavenue at Finnegan.
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6 Tips For Maximizing After-Tax Returns In Private M&A Deals
With potential tax legislation likely to spur a surge in private business sales, sellers can make the most of after-tax proceeds with strategies that include price allocation and qualified investment options, say Isaac Grossman and Daniel Studin at Morrison Cohen.
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After A Brief Hiccup, The 'Rocket Docket' Soars Back To No. 1
The Eastern District of Virginia’s precipitous 2022 fall from its storied rocket docket status appears to have been a temporary aberration, as recent statistics reveal that the court is once again back on top as the fastest federal civil trial court in the nation, says Robert Tata at Hunton.
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The Current State Of Healthcare Transaction Reviews In Calif.
As of April, certain healthcare transactions in California have been subject to additional notification compliance requirements, and complying with these new rules could significantly delay and discourage some deals, says Andrew Demetriou at Husch Blackwell.
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Big Banks Face Potential Broader Recovery Plan Rules
The Office of the Comptroller of the Currency's recent call for potentially subjecting more banks to recovery planning standards would represent a significant expansion of the scope of the recovery guidelines, and banks that would be affected should assess whether they’re prepared, say attorneys at Debevoise.