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Mergers & Acquisitions
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July 11, 2024
Kroger Asks To Delay At Least Part Of FTC Challenge
Kroger and Albertsons are asking an administrative law judge from the Federal Trade Commission to pause the evidentiary portion of the agency's in-house case against the supermarket giants' merger, saying the companies are facing too many overlapping cases in different venues to adequately prepare and present their case.
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July 11, 2024
Only 1 Gold Mine Investor Has Class Claim, Chancery Says
Only one of three warrant holders who sued a Nevada gold and silver mine in Delaware's Court of Chancery may move forward with a proposed class action, a Chancery Court judge has ruled, but the other pro se plaintiffs may continue with their individual claims.
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July 11, 2024
South Korea Looks To Nix $32M Award To U.S. Hedge Fund
South Korea said Thursday that it will look to overturn an arbitral award ordering it to pay some $32 million to a U.S. hedge fund following a dispute over a government bribery scandal that allegedly underpinned the $8 billion merger of two Samsung affiliates in 2015.
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July 11, 2024
Signify, Merger Partner Clash In Chancery Over $50M Earnout
An attorney for former Caravan Health Inc. stockholder representatives told a Delaware vice chancellor on Thursday that acquirer Signify Health Inc. sabotaged Caravan's business in order to scuttle an obligation to add as much as $50 million in performance-based "earnouts" to the $250 million merger price.
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July 11, 2024
$435M Yale Hospital Merger Case Set For December Jury Trial
A lawsuit claiming that Yale New Haven Health Corp. is trying to back out of a $435 million deal to buy three Connecticut hospitals will go to a bench trial in December after a state court judge approved the parties' proposed schedule.
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July 11, 2024
Platinum Equity Taking Heroux-Devtek Private In $990M Deal
Platinum Equity Advisors has agreed to purchase Heroux-Devtek in a take-private deal that values the Quebec-based manufacturer of aerospace products at CA$1.35 billion ($990.1 million), Heroux-Devtek said in a statement Thursday.
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July 11, 2024
SPAC Plans To Merge With Online Game Maker In $500M Deal
Special-purpose acquisition company Relativity Acquisition Corp. on Thursday revealed that it is in talks with online casino game maker Mazaii Corp. Ltd. to acquire the company and take it public in a deal that values the casino game maker at an initial enterprise value of $500 million.
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July 11, 2024
Deals Rumor Mill: Saudi Aramco, Paramount Global, Carlyle
The Carlyle Group is considering acquiring Baxter International's kidney-care spinoff Vantive for about $4 billion, Aramco attracted more than $31 billion in orders for its $6 billion bond sale, and Paramount Global plans to cut more jobs before its merger with Skydance Media closes. Here, Law360 breaks down these and other notable deal rumors from the past week.
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July 11, 2024
Earned Wealth Secures $200M, Buys Peer Thomas Doll
DLA Piper-advised Earned Wealth announced on Thursday that it received a $200 million growth investment from growth equity investors while simultaneously unveiling its acquisition of fellow medical professional-focused financial services firm Thomas Doll.
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July 11, 2024
Ropes & Gray, Paul Weiss Steer Bain's $4.5B Envestnet Buy
Ropes & Gray-led Bain Capital will buy Envestnet Inc., guided by Paul Weiss, in a take-private deal that values the financial technology company at $4.5 billion, Envestnet said in a statement Thursday.
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July 11, 2024
White & Case Guides Turkish Biz's $310M Port Co. Buyout
U.K. cruise port operator Global Ports Holding PLC said on Thursday that it has agreed to be bought out by a subsidiary of its majority shareholder Global Yatirim Holding AS, a Turkish conglomerate, for $310 million.
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July 10, 2024
Nasdaq Says It's Immune To SPAC's 'Racial Animus' Claims
The Nasdaq Stock Market has asked a Brooklyn federal judge to toss claims it "arbitrarily and capriciously" derailed a minority-led special purpose acquisition company's plans, arguing in a Wednesday filing that it's immune to such claims as a self-regulatory organization.
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July 10, 2024
AdaptHealth Investor Attys Get 25% Of $51M Deal, With Caveat
A Pennsylvania federal judge on Wednesday granted final approval to a $51 million settlement between AdaptHealth and investors over allegations tied to its merger with a blank check company, but the plaintiffs' counsel must wait for certain shares to be sold before they can collect their $12.8 million fee.
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July 10, 2024
Ellenoff-Led SPAC Raises $200M To Pursue Healthcare Merger
SIM Acquisition Corp. I, a special-purpose acquisition company formed to pursue a healthcare merger, began trading Wednesday after pricing a $200 million initial public offering, represented by Ellenoff Grossman & Schole LLP and underwriters counsel Kirkland & Ellis LLP.
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July 10, 2024
Thoma Bravo's Qualtrics Bid Fell Short, SAP Tells Chancery
Thoma Bravo LP may have offered $1.2 billion more than Silver Lake Management to buy Qualtrics International Inc. from software company SAP SE in 2023, but other aspects of the bid were less attractive than Silver Lake's $12.5 billion offer, an attorney for SAP directors told Delaware's Court of Chancery on Wednesday.
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July 10, 2024
Skydance, Paramount Unlikely To Hit Regulatory Roadblocks
After Skydance Media and Paramount Global finally inked a deal to merge, the parties will move through a 45-day go-shop period and a review from U.S. regulators, but experts told Law360 the deal is unlikely to hit any antitrust obstacles.
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July 10, 2024
Kirkland, Skadden Steer $1.8B Honeywell Natural Gas Biz Deal
Kirkland & Ellis LLP-led Honeywell said Wednesday it has agreed to acquire Air Products' liquefied natural gas process technology and equipment business for $1.81 billion in an all-cash transaction, with Skadden Arps Slate Meagher & Flom LLP sitting on the other side of the bargaining table.
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July 10, 2024
SEC Probes NYSE's Bid To Extend SPAC Merger Deadlines
The U.S. Securities and Exchange Commision wants more time to investigate a New York Stock Exchange proposal that would lengthen deadlines to complete certain mergers involving special purpose acquisition companies to 42 months, saying NYSE's proposal departs from typical time limits intended to protect investors.
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July 10, 2024
AMD To Buy European AI Biz In $665M Cash Deal
Semiconductor company AMD, advised by Latham & Watkins LLP, on Wednesday announced plans to buy a private European artificial intelligence lab called Silo AI in an all-cash deal valued at roughly $665 million.
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July 10, 2024
Chevron's End Won't Affect Cubs Sale Tax Suit, 7th Circ. Told
An anti-abuse rule the IRS is using to push for taxes on gains from Tribune Media Co.'s sale of the Chicago Cubs is not threatened by the U.S. Supreme Court ruling overturning the Chevron deference doctrine, an attorney for the IRS told the Seventh Circuit on Wednesday.
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July 10, 2024
NC County Can't Join AG's Suit Over HCA Healthcare Lapses
A county in western North Carolina can't intervene in the attorney general's lawsuit accusing a for-profit health network of reneging on promises it made when it bought an Asheville hospital, the state Business Court has said, finding the county's interference would only delay the case.
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July 10, 2024
Gibson Dunn, Polsinelli Steer $450M Purchase Of Tech Firm
Investment company Sure Ventures PLC said Wednesday Infinite Reality, an immersive virtual experiences firm, has agreed to buy its subsidiary's portfolio firm Landvault for $450 million (£350.6 million), a deal advised by Gibson Dunn & Crutcher LLP and Polsinelli PC.
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July 10, 2024
PE Biz TowerBrook Bids £253M For Payments Platform Co.
Private equity shop TowerBrook Capital Partners LP has made an improved cash offer of £253 million ($325 million) for Equals Group PLC, the British financial technology company said Wednesday after it put itself up for sale.
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July 09, 2024
Chancery OKs $100K Incentive Fee In $18.8M Class Settlement
An $18.8 million settlement ended Tuesday a Delaware Court of Chancery derivative suit alleging a $220 million breach of fiduciary duty by Guggenheim Funds Investment Advisors LLC and trustees of a closed-end fund client, with the court also approving a rare $100,000 plaintiff incentive fee.
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July 09, 2024
Healthcare Cases To Watch: A 2024 Midyear Report
Courts across the U.S. this year will oversee key cases to the healthcare industry, from multidistrict litigation over the Change Healthcare hack to a challenge of a state gender-affirming care ban at the Supreme Court. Here are the healthcare cases to watch in the second half of 2024.
Expert Analysis
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Series
The Pop Culture Docket: Judge D'Emic On Moby Grape
The 1968 Moby Grape song "Murder in My Heart for the Judge" tells the tale of a fictional defendant treated with scorn by the judge, illustrating how much the legal system has evolved in the past 50 years, largely due to problem-solving courts and the principles of procedural justice, says Kings County Supreme Court Administrative Judge Matthew D'Emic.
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What Banks Should Know About FDIC Assessment Rule
Max Bonici at Venable answers questions banking organizations may have about the Federal Deposit Insurance Corp.'s recent approval of a rule implementing a special assessment on banks to recoup costs associated with protecting uninsured depositors after the bank failures earlier this year, and highlights other considerations for uninsured deposits.
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Series
Performing Music Makes Me A Better Lawyer
The discipline of performing live music has directly and positively influenced my effectiveness as a litigator — serving as a reminder that practice, intuition and team building are all important elements of a successful law practice, says Jeff Wakolbinger at Bryan Cave.
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EU Rejection Of Booking.com Deal Veers From Past Practice
The European Commission's recent prohibition of Booking's purchase of Etraveli based on ecosystem theories of harm reveals a lower bar for prohibiting nonhorizontal mergers, and may mean increased merger scrutiny for companies with entrenched market positions in digital markets, say lawyers at Linklaters.
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Breaking Down High Court's New Code Of Conduct
The U.S. Supreme Court recently adopted its first-ever code of conduct, and counsel will need to work closely with clients in navigating its provisions, from gift-giving to recusal bids, say Phillip Gordon and Mateo Forero at Holtzman Vogel.
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Mitigating Antitrust Risk Amid Increased Dealmaking Scrutiny
While deals continue to get done despite 60% of significant merger investigations in the U.S. last year concluding with a complaint or abandoned transaction, private equity firms should identify and assess potential antitrust risks and develop strategies to mitigate them early in the deal process, say attorneys at Dechert.
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Opinion
Legal Profession Gender Parity Requires Equal Parental Leave
To truly foster equity in the legal profession and to promote attorney retention, workplaces need to better support all parents, regardless of gender — starting by offering equal and robust parental leave to both birthing and non-birthing parents, says Ali Spindler at Irwin Fritchie.
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Opinion
Activist Short-Sellers Are The Dark Knights Of Wall Street
While so-called activist short-sellers have been subject to increased scrutiny in recent years, these investors work in the shadows like Batman to expose fraud on Wall Street, often generating leads that may move regulators to take action, say attorneys at Labaton Sucharow.
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Series
Writing Thriller Novels Makes Me A Better Lawyer
Authoring several thriller novels has enriched my work by providing a fresh perspective on my privacy practice, expanding my knowledge, and keeping me alert to the next wave of issues in an increasingly complex space — a reminder to all lawyers that extracurricular activities can help sharpen professional instincts, says Reece Hirsch at Morgan Lewis.
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What Lawyers Must Know About Calif. State Bar's AI Guidance
Initial recommendations from the State Bar of California regarding use of generative artificial intelligence by lawyers have the potential to become a useful set of guidelines in the industry, covering confidentiality, supervision and training, communications, discrimination and more, say attorneys at Debevoise.
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Industry Must Elevate Native American Women Attys' Stories
The American Bar Association's recent research study into Native American women attorneys' experiences in the legal industry reveals the glacial pace of progress, and should inform efforts to amplify Native voices in the field, says Mary Smith, president of the ABA.
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Understanding Discovery Obligations In Era Of Generative AI
Excerpt from Practical Guidance
Attorneys and businesses must adapt to the unique discovery challenges presented by generative artificial intelligence, such as chatbot content and prompts, while upholding the principles of fairness, transparency and compliance with legal obligations in federal civil litigation, say attorneys at King & Spalding.
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The Case For Post-Bar Clerk Training Programs At Law Firms
In today's competitive legal hiring market, an intentionally designed training program for law school graduates awaiting bar admission can be an effective way of creating a pipeline of qualified candidates, says Brent Daub at Gilson Daub.
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Attorneys Have An Ethical Duty To Protect The Judiciary
The tenor of public disagreement and debate has become increasingly hostile against judges, and though the legislative branch is trying to ameliorate this safety gap, lawyers have a moral imperative and professional requirement to stand with judges in defusing attacks against them and their rulings, says Deborah Winokur at Cozen O'Connor.
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Cross-Market Implications In FTC's Anesthesia Complaint
The Federal Trade Commission's recent complaint against a private equity firm's acquisition of anesthesiology practices highlights the controversial issue of cross-market harm in health care provider mergers, and could provide important insights into how a court may view such theories of harm, say Christopher Lau and Dina Older Aguilar at Cornerstone Research.