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Mergers & Acquisitions
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August 09, 2024
Lucid Narrows Securities Suit Over EV Production Targets
A California federal judge has trimmed a suit alleging electric-vehicle startup Lucid Group Inc. misled investors about its production target, trimming the case down to four out of 30 statements the investors said were misleading.
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August 09, 2024
Kraft-Heinz Investor Can't Revive Del. Insider Trading Suit
Attorneys for a Kraft Heinz stockholder lost a bid to convince Delaware's Court of Chancery that new evidence justified reopening a dismissed suit alleging that company insiders with ties to a controlling investor, Brazilian private equity firm 3G Capital Inc., sold $1.2 billion worth of shares on nonpublic information.
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August 09, 2024
Wash. AG Says Kroger Refusing To Delay Merger For Ruling
The Washington Attorney General's Office told a state court that Kroger will not agree to put off closing its planned merger with Albertsons until after a final ruling in the state's merger challenge, but the companies say they've already agreed not to finalize the deal until litigation plays out in another state.
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August 09, 2024
Croke Fairchild Adds Ex-Chicago Transactions Lead
Chicago-based Croke Fairchild Duarte & Beres LLC announced Friday the hiring of a general counsel at venture firm Anzu Partners who was a former head transaction attorney for the corporate department of the city of Chicago.
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August 09, 2024
Merck To Buy Autoimmune Treatment Drug For Up To $1.3B
Pharmaceutical giant Merck, advised by Hogan Lovells, said Friday it has agreed to buy a novel, investigational, clinical-stage, bispecific antibody used to treat B cell-associated diseases from Goodwin Procter LLP-led Curon Biopharmaceutical for up to $1.3 billion.
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August 09, 2024
News Corp. Mulls Sale Of Australia's Foxtel Group
Media conglomerate News Corp. disclosed in its fourth-quarter earnings report that it is entertaining external interest in its majority-owned Foxtel Group, the Australian pay television company that provides cable, satellite and on-demand television services.
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August 09, 2024
Algonquin Power Selling Renewable Business For Up To $2.5B
Gibson Dunn-led Canadian utility Algonquin Power & Utilities Corp. has agreed to sell its renewable energy business to a wholly owned subsidiary of Milbank-advised LS Power for up to $2.5 billion, the companies said in statements Friday.
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August 09, 2024
Food Tech Biz JBT's Investors Approve €3.5B Deal With Rival
JBT Corp. shareholders have approved plans to buy out Iceland-based rival Marel HF for €3.5 billion ($3.8 billion), as the U.S. food processing technology giant moves to expand the company.
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August 09, 2024
Hargreaves Lansdown Agrees To £5.4B CVC Takeover Offer
Hargreaves Lansdown PLC said Friday that its board has agreed to a £5.4 billion ($6.9 billion) take-private offer from a consortium of private equity companies, including CVC and the sovereign wealth fund of Abu Dhabi.
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August 08, 2024
SPAC Investors Can't Sue Lucid Over Merger, 9th Circ. Says
The Ninth Circuit on Thursday refused to revive investors' proposed class action alleging that Lucid duped them into buying stock in a special purpose acquisition company ahead of the electric-vehicle maker's $11.75 billion merger, saying an acquiring company's investors can't sue the target company over its alleged misstatements before the merger.
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August 08, 2024
Mass. Atty, 2 Others Settle SEC Insider Trading Claims
A Massachusetts business lawyer, his friend and his friend's father have agreed to collectively pay more than $230,000 to settle the U.S. Securities and Exchange Commission's allegations they used intel to trade ahead of an announcement made by the biotechnology company Frequency Therapeutics Inc., the SEC said Thursday.
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August 08, 2024
Fla. Judge Won't Pause E-Scooter Co.'s Ch. 11 Plan
California plaintiffs with tort claims against Bird Global Inc. can't stop a Chapter 11 plan for the bankrupt e-bike and e-scooter rental company while they appeal its confirmation because of the plan's third-party releases, a Florida bankruptcy judge ruled Thursday.
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August 08, 2024
'Unclean Hands' Doom Colo. Dispute Over Cannabis Biz Sale
A Colorado state appeals court on Thursday affirmed the dismissal of a dispute over the sale of a cannabis business, saying the would-be buyer can't pursue its claims because the sale agreement was an illegal attempt to get around the state's licensing laws.
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August 08, 2024
Nasdaq Seeks To Step Up Delistings For Cheap, Risky Stocks
Nasdaq is proposing to accelerate delisting procedures for companies whose shares fall below $1 for extended periods by tightening compliance deadlines and cracking down on those companies that seek to avoid delisting by enacting reverse stock splits, marking the exchange's latest effort to combat risky stocks.
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August 08, 2024
Pitney Bowes Spins Off E-Commerce Biz Into Ch. 11
A former unit of shipping company Pitney Bowes Inc. filed for Chapter 11 protection Thursday in Texas bankruptcy court with more than $100 million in debt and plans to liquidate its assets.
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August 08, 2024
Apollo Stockholder Suit Held Until Del. Justices Hear Moelis
Both sides in a Delaware Court of Chancery challenge to an Apollo Global Management Inc. stockholder agreement adopted in 2022 have agreed to a litigation pause, citing the import of a possible Delaware Supreme Court appeal targeting a case that upended state corporate law on similar pacts.
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August 08, 2024
Wilson Sonsini, A&O Shearman Guide $688M Biotech Merger
Salt Lake City-based Recursion said Thursday it has inked a deal to purchase fellow drug design and development company Exscientia for approximately $688 million, under the guidance of Wilson Sonsini Goodrich & Rosati PC.
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August 08, 2024
Block & Leviton, Bernstein Litowitz To Lead WWE-UFC Suit
Block & Leviton LLP and Bernstein Litowitz Berger & Grossmann LLP pinned down counsel leadership duties Thursday for a pending, high-profile Delaware Court of Chancery stockholder challenge to World Wrestling Entertainment Inc.'s $21.4 billion merger with Ultimate Fighting Championship.
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August 08, 2024
Dechert Says Merger Abandonments Are Way Up This Year
In what's shaping up to be a banner year for antitrust enforcers, U.S. merger abandonments hit historic levels in the first half of 2024, according to a new report from Dechert LLP.
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August 08, 2024
Monroe, Triad Team Up In $300M Collab To Buy Rental Loans
Asset manager Monroe Capital LLC, advised by Schulte Roth & Zabel LLP, and Triad Financial Services Inc. on Thursday announced that they have formed a partnership with a roughly $300 million asset-based financing pool to originate and buy commercial community rental loans made to owners of manufactured housing communities.
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August 08, 2024
Deals Rumor Mill: Roche, Thoma Bravo, Klarna
Roche is considering divesting cancer data specialist Flatiron Health, Thoma Bravo is exploring a sale of compliance software maker Cority, and fintech startup Klarna is preparing a secondary-share sale ahead of a planned IPO. Here, Law360 breaks down these and other notable deal rumors from the past week.
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August 08, 2024
KKR Plans $4B Buyout Of Japan's Fuji Soft
Private equity firm KKR said Thursday that FK Co. Ltd., an entity owned by investment funds managed by KKR, plans to make a tender offer to acquire all the outstanding shares of Japan's Fuji Soft Inc.
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August 08, 2024
Paul Weiss Adds Asset Management M&A Duo From Skadden
Paul Weiss Rifkind Wharton & Garrison LLP announced Thursday that it has hired a Skadden duo it calls "two of the nation's leading asset management M&A lawyers," one of whom it has appointed to its practice leadership.
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August 08, 2024
UK Launches Formal Probe Into Amazon's $4B AI Investment
Britain's antitrust authority launched a formal probe on Thursday into Amazon's $4 billion investment in Anthropic, a U.S. artificial intelligence startup, as it seeks to establish whether it could harm competition in U.K. markets.
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August 07, 2024
Exec Unlikely To Get New Trial In SEC's 'Shadow Trading' Suit
A California federal judge said at a hearing Wednesday that he wasn't inclined to grant a new trial in a novel SEC "shadow trading" case, saying "there's no question" that a former executive of Medivation, a pharmaceutical company, knew that he was using inside information from his company when he purchased a rival's stock.
Expert Analysis
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Opinion
Paid Noncompetes Offer A Better Solution Than FTC's Ban
A better alternative to the Federal Trade Commission's recent and widely contested noncompete ban would be a nationwide bright-line rule requiring employers to pay employees during the noncompete period, says Steven Kayman at Rottenberg Lipman.
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How Associates Can Build A Professional Image
As hybrid work arrangements become the norm in the legal industry, early-career attorneys must be proactive in building and maintaining a professional presence in both physical and digital settings, ensuring that their image aligns with their long-term career goals, say Lana Manganiello at Equinox Strategy Partners and Estelle Winsett at Estelle Winsett Professional Image Consulting.
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5 Steps To Navigating State Laws On Healthcare Transactions
As more states pass legislation requiring healthcare-transaction notice, private equity investors and other deal parties should evaluate the new laws and consider ways to mitigate their effects, say Carol Loepere and Nicole Aiken-Shaban at Reed Smith.
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Firms Must Rethink How They Train New Lawyers In AI Age
As law firms begin to use generative artificial intelligence to complete lower-level legal tasks, they’ll need to consider new ways to train summer associates and early-career attorneys, keeping in mind the five stages of skill acquisition, says Liisa Thomas at Sheppard Mullin.
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Inside Antitrust Agencies' Rollup And Serial Acquisition Moves
The recent request for public comments on serial acquisitions and rollup strategies from the Federal Trade Commission and U.S. Justice Department mark the antitrust agencies' continued focus on actions that fall below premerger reporting thresholds, say attorneys at Paul Weiss.
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Think Like A Lawyer: Always Be Closing
When a lawyer presents their case with the right propulsive structure throughout trial, there is little need for further argument after the close of evidence — and in fact, rehashing it all may test jurors’ patience — so attorneys should consider other strategies for closing arguments, says Luke Andrews at Poole Huffman.
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Reps And Warranties Insurance Considerations As M&A Slows
The first six months of the year have seen increasingly favorable rates and policy terms for the representations and warranties insurance market, and policy purchasers are right to pay close attention to pricing, coverage, exclusions, structures and claims as the M&A market cools, say attorneys at Cooley.
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Series
Playing Chess Makes Me A Better Lawyer
There are many ways that chess skills translate directly into lawyer skills, but for me, the bigger career lessons go beyond the direct parallels — playing chess has shown me the value of seeing gradual improvement in and focusing deep concentration on a nonwork endeavor, says attorney Steven Fink.
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How M&A Attorneys Can Best Serve Self-Funded Searchers
Post-pandemic, and with the so-called great wealth transfer on the horizon, individuals looking for small and midsize businesses to acquire are increasingly going the self-funded route, so deal attorneys must understand the major pain points and unique needs of this demographic, say Kevin Henderson and Eric Pacifici at SMB Law Group.
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Litigation Inspiration: Attys Can Be Heroic Like Olympians
Although litigation won’t earn anyone an Olympic medal in Paris this summer, it can be worthy of the same lasting honor if attorneys exercise focused restraint — seeking both their clients’ interests and those of the court — instead of merely pursuing every advantage short of sanctionable conduct, says Bennett Rawicki at Hilgers Graben.
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What TikTok's Race Against The Clock Teaches Chinese Firms
The Biden administration's recent divestiture deadline on TikTok parent ByteDance provides useful information for other China-based companies looking to do business in the U.S., including the need to keep products for each market separate and implement firewalls at the design stage, says Richard Lomuscio at Stinson.
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Lean Into The 'Great Restoration' To Retain Legal Talent
As the “great resignation,” in which employees voluntarily left their jobs in droves, has largely dissipated, legal employers should now work toward the idea of a “great restoration,” adopting strategies to effectively hire, onboard and retain top legal talent, says Molly McGrath at Hiring & Empowering Solutions.
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Live Nation May Shake It Off In A Long Game With The DOJ
Don't expect a swift resolution in the U.S. Department of Justice's case against Live Nation, but a long litigation, with the company likely to represent itself as the creator of a competitive ecosystem, and the government faced with explaining how the ticketing giant formed under its watch, say Thomas Kliebhan and Taylor Hixon at GRSM50.
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Boeing Saga Underscores Need For Ethical Corporate Culture
In the wake of recent allegations about Boeing’s safety culture, and amid the U.S. Department of Justice’s new whistleblower incentives, business leaders should reinvigorate their emphasis on compliance by making clear that long-term profitability requires ethical business practices, says Maxwell Carr-Howard at Dentons.
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Series
Fishing Makes Me A Better Lawyer
Atop the list of ways fishing makes me a better lawyer is the relief it offers from the chronic stress of a demanding caseload, but it has also improved my listening skills and patience, and has served as an exceptional setting for building earnest relationships, says Steven DeGeorge at Robinson Bradshaw.