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Mergers & Acquisitions
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July 22, 2024
Catching Up With Delaware's Chancery Court
A $6 million bank fee, a $42.5 million shopping mall deal, some questionable Amazon deliveries and long-ago expired ketchup: it was all part of the comings and goings in Delaware's Court of Chancery last week. New cases involved mining and cybersecurity companies, board takeovers, "weaponized" director election provisions, and legal fees following a $3.1 billion telecom merger. In case you missed it, here's the latest from the Chancery Court.
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July 22, 2024
AI-Focused Velocium To Go Public Via $445M SPAC Merger
AI-focused technology provider Velocium Inc. has agreed to go public by merging with special purpose acquisition company Maquia Capital Acquisition Corp. in a deal that values Velocium at $445 million, both parties announced.
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July 22, 2024
Fried Frank, Skadden Steer $2B Sale Of Dover's ESG Biz
Manufacturing conglomerate Dover Corp., advised by Skadden Arps Slate Meagher & Flom LLP, on Monday announced plans to sell its Environmental Solutions Group business to Fried Frank Harris Shriver & Jacobson-led manufacturing company Terex Corp. for $2 billion in cash.
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July 22, 2024
CSG Again Ups Price For Vista's Sporting Biz To $2.15B
Czech defense company Czechoslovak Group AS has upped its price to buy Vista Outdoor Inc.'s sporting products division, called The Kinetic Group, to $2.15 billion, an increase of $50 million from the previous deal terms, Vista said Monday.
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July 22, 2024
Latham-Guided PE Firm To Buy UK Property Biz For £600M
Hammerson PLC said Monday that it has agreed to sell retail management company to a vehicle owned by U.S. private equity firm L Catterton for £600 million ($775.6 million) to help the real estate developer pay back debt and make other investments.
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July 19, 2024
NFL Antitrust Verdict, WWE Chair Woes Define 2024's 1st Half
The first half of 2024 saw bombshell allegations and yearslong litigation lurching forward, highlighted by the shocking lawsuit accusing the founder of WWE of horrific sexual conduct, an iconic magazine almost shuttering and two NFL cases reaching significant milestones.
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July 19, 2024
Capital One Critics Lobby To Block 'No Good' Discover Deal
Critics of Capital One's planned $35 billion purchase of Discover Financial Services urged federal regulators on Friday to withhold approval for the tie-up, rejecting a landmark community benefits pledge for the merger as a fig leaf for what they said is really a "terrible, horrible, no good, very bad" megadeal.
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July 19, 2024
Heartland Investor Looks To Block $2B UMB Bank Takeover
A Heartland Financial USA investor sued the lender and several members of its top brass, along with UMB Financial Corp., in Colorado state court seeking to block UMB's $2 billion acquisition of Heartland, arguing that the deal undervalues Heartland by roughly $1.5 billion.
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July 19, 2024
FTC Wants To Block Kroger & Albertsons' 'Principal Defense'
Federal Trade Commission staffers want to block Kroger and Albertsons from using their main defense to an in-house merger challenge — the plan to sell off 579 stores — or otherwise force the companies to produce documents so far protected as privileged, according to a recently public filing.
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July 19, 2024
Kroger Could Delay Merger Closing To Avoid Colo. Hearing
Kroger Co. told a Colorado state judge Friday that it is negotiating a potential agreement with the state to delay the closing date for its proposed merger with Albertsons until November or after the court rules on a permanent injunction, a proposal the grocer said was aimed at avoiding a hearing next month.
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July 19, 2024
What The End Of Chevron Means For FTC Rulemaking
Federal agencies can no longer expect courts to defer to their interpretation of challenged regulatory authorities under a landmark U.S. Supreme Court ruling the Federal Trade Commission expects will have no "significant impact," but that observers say could help trip up a noncompetes ban and perhaps other efforts.
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July 19, 2024
FTC Eyes Mid-Nov. Texas Hearing Against Mattress Merger
The Federal Trade Commission's case against Tempur Sealy's $4 billion planned Mattress Firm purchase is set to kick off in Texas federal court Nov. 14, the parties told an agency in-house judge Friday during a scheduling hearing.
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July 19, 2024
Axon Says FTC Has 'No Reason' To Wade Into Suit
Axon urged a New Jersey federal judge Thursday to "give no weight" to a Federal Trade Commission amicus intervention into a proposed class action against the company, arguing that however much the FTC bristles at references to an abandoned merger case, that consternation isn't relevant to the instant suit.
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July 19, 2024
12 Firms Guiding IPO Quartet Projected To Exceed $5B
Twelve law firms are on tap to guide four initial public offerings scheduled for the week of July 22 that could exceed $5 billion combined, led by potentially the year's largest IPO from cold-storage warehouse giant Lineage Inc.
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July 19, 2024
Two Class Atty Teams Challenge EngageSmart Deal In Del.
A new and an amended stockholder complaint have taken aim in Delaware's Court of Chancery at the $4 billion January take-private acquisition of customer engagement and payments venture EngageSmart Inc. by interests of Vista Equity Partners, following a Thursday deadline for consolidated complaint and lead attorney and plaintiff proposals.
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July 19, 2024
FTC Says Microsoft Price Hike Shows Activision Deal Harm
The Federal Trade Commission told the Ninth Circuit that Microsoft's recently announced Game Pass price increase is an example of the harm caused by the company's $68.7 billion acquisition of game developer Activision Blizzard Inc.
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July 19, 2024
Occidental Could Sell $3.6B CrownRock Stake To Ecopetrol
Occidental Petroleum said in a securities filing Friday that it could sell a 30% stake in CrownRock — which Occidental is under contract to buy for $12 billion — to Columbia's Ecopetrol for $3.6 billion.
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July 19, 2024
NC AG Looks To Stave Off Deposition In Hospital Contract Suit
North Carolina Attorney General Josh Stein doesn't want to be deposed in his suit accusing a for-profit health network of breaking its promise to maintain the standard of care at an Asheville hospital, saying he has no unique knowledge of the situation and should be shielded from testifying as a high-ranking government official.
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July 19, 2024
Galaxy's CryptoManufaktur Buy Boosts Assets To $3.3B
New York-based blockchain business Galaxy Digital Holdings Ltd. said Friday it has acquired blockchain node operator CryptoManufaktur LLC, with CryptoManufaktur's $1 billion in Ethereum assets under stake boosting Galaxy's total to $3.3 billion.
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July 19, 2024
Taxation With Representation: A&O Shearman, Gibson Dunn
In this week's Taxation With Representation, Cleveland-Cliffs Inc. buys Stelco Holdings Inc., KBR acquires LinQuest Corp., Blue Owl Capital Inc. purchases Atalaya Capital Management LP, and Amphenol Corp. buys two mobile networks units from CommScope.
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July 19, 2024
Kirkland, MoFo Steer $139M Take-Private Of Medtech Biz
Augmedix Inc., advised by Morrison Foerster LLP, on Friday announced its plans to go private following its sale to fellow healthcare technology company Commure Inc., advised by Kirkland & Ellis LLP, in a deal that values Augmedix at roughly $139 million.
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July 19, 2024
NY Defense Co. Loar Buying Applied Avionics For $385M
Loar Holdings Inc., the White Plains, New York-based aerospace and defense parts maker that went public in April, said Friday that it has agreed to purchase Applied Avionics Inc. for $385 million in cash.
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July 19, 2024
Judge OKs $47.5M QuantumScape Shareholder Deal
A California federal judge granted preliminary approval to a $47.5 million deal ending class action allegations by QuantumScape investors that the company made misleading statements about the quality of its batteries.
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July 19, 2024
UK Clears Roche's $295M Purchase Of Diagnostics Biz
The U.K. antitrust watchdog said Friday that it has cleared a $295 million proposed purchase by Swiss drugmaker Roche of parts of diagnostic company LumiraDx.
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July 18, 2024
Live Nation Previews Part Of Case Against DOJ Suit
Live Nation and Ticketmaster have teed up part of their fight against an antitrust lawsuit brought by the U.S. Department of Justice and multiple state attorneys general, arguing that the state law claims are "threadbare" and that a chunk of the DOJ case amounts to trying to force them to deal with competitors.
Editor's Picks
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UK Enforcers Say Cargo Equipment Deal Raises Concerns
The planned merger of Finnish cargo handling equipment outfits Cargotec Corp. and Konecranes PLC faces increasing scrutiny across the globe, as U.K. enforcers raised concerns about competition for a number of different products for port services.
Expert Analysis
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SVB Ch. 11 Shows Importance Of Filing Proof Of Claim Early
After a New York bankruptcy court’s recent ruling in SVB’s Chapter 11 case denied late claims filing requests related to post-bar date events, parties with potential claims against a debtor may need to seriously consider filing protective proofs of claim, says Kyle Arendsen at Squire Patton.
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Del. Dispatch: 27.6% Stockholder Not A Controller
The Delaware Court of Chancery's recent decision in Sciannella v. AstraZeneca — which found that the pharma giant, a 26.7% stockholder of Viela Bio Inc., was not a controller of Viela, despite having management control — shows that overall context matters when challenging transactions on breach of fiduciary duty grounds, say attorneys at Fried Frank.
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The Good, The Bad And The Ugly Of Healthcare's PE Boom
While an influx of capital may provide access to new resources and innovative technologies, the private equity model's method of funding may be fundamentally at odds with patient-first healthcare, and in recent years that inherent tension has gotten ugly, say Eva Gunasekera and Jaclyn Tayabji at Tycko & Zavareei.
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Opinion
A Way Forward For The US Steel-Nippon Deal And Union Jobs
Parties involved in Nippon Steel's acquisition of U.S. Steel should trust the Pennsylvania federal court overseeing a key environmental settlement to supervise a way of including future union jobs and cleaner air for the city of Pittsburgh as part of a transparent business marriage, says retired judge Susan Braden.
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Opinion
Now More Than Ever, Lawyers Must Exhibit Professionalism
As society becomes increasingly fractured and workplace incivility is on the rise, attorneys must champion professionalism and lead by example, demonstrating how lawyers can respectfully disagree without being disagreeable, says Edward Casmere at Norton Rose.
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A Look At State AGs Supermarket Antitrust Enforcement Push
The ongoing antitrust intervention by state attorneys general in the proposed Kroger and Albertsons merger suggests that states are straying from a Federal Trade Commission follow-on strategy in the supermarket space, which involved joining federal investigations or lawsuits and settling for the same divestment remedies, say attorneys at Troutman Pepper.
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How To Survive Shareholder Activism
In an era where shareholder activism is on the rise, companies must identify weaknesses, clearly communicate strategies, update board composition and engage with shareholders consistently in order to avoid disruptive shareholder activism and safeguard the interests of both the company and its shareholders, say J.T. Ho at Orrick and Greg Taxin at Spotlight Advisors.
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'Outsourcing' Ruling, 5 Years On: A Warning, Not A Watershed
A New York federal court’s 2019 ruling in U.S. v. Connolly, holding that the government improperly outsourced an investigation to Deutsche Bank, has not undercut corporate cooperation incentives as feared — but companies should not completely ignore the lessons of the case, say Temidayo Aganga-Williams and Anna Nabutovsky at Selendy Gay.
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Series
Serving In The National Guard Makes Me A Better Lawyer
My ongoing military experience as a judge advocate general in the National Guard has shaped me as a person and a lawyer, teaching me the importance of embracing confidence, balance and teamwork in both my Army and civilian roles, says Danielle Aymond at Baker Donelson.
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Big Business May Come To Rue The Post-Administrative State
Many have framed the U.S. Supreme Court’s recent decisions overturning Chevron deference and extending the window to challenge regulations as big wins for big business, but sand in the gears of agency rulemaking may be a double-edged sword, creating prolonged uncertainty that impedes businesses’ ability to plan for the future, says Todd Baker at Columbia University.
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Equity Rights Offering Considerations As Maturity Cliff Looms
Current market uncertainties make an equity rights offering — involving affiliate backstop investors — a cost-effective, capital-raising transaction for distressed companies looking to manage their leverage ahead of the impending maturity of a substantial number of COVID-era debt issuances, say attorneys at Winston & Strawn.
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A Midyear Forecast: Tailwinds Expected For Atty Hourly Rates
Hourly rates for partners, associates and support staff continued to rise in the first half of this year, and this growth shows no signs of slowing for the rest of 2024 and into next year, driven in part by the return of mergers and acquisitions and the widespread adoption of artificial intelligence, says Chuck Chandler at Valeo Partners.
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Mitigating Risks Amid 10-Year Sanctions Enforcement Window
In response to recent legislation, which doubles the statute of limitations for actions related to certain U.S. sanctions and provides regulators greater opportunity to investigate possible violations, companies should take specific steps to account for the increased civil and criminal enforcement risk, say attorneys at Freshfields.
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A Look At Acquisition Trends For Radiopharmaceuticals
As radiopharmaceutical drugs are increasingly used for the diagnosis and treatment of certain diseases, interest from Big Pharma entities is following suit, despite some questions around the drugs' capacity to expand beyond their limited niche, says Adrian Toutoungi at Taylor Wessing.
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Opinion
States Should Loosen Law Firm Ownership Restrictions
Despite growing buzz, normalized nonlawyer ownership of law firms is a distant prospect, so the legal community should focus first on liberalizing state restrictions on attorney and firm purchases of practices, which would bolster succession planning and improve access to justice, says Michael Di Gennaro at The Law Practice Exchange.