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Mergers & Acquisitions
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June 24, 2024
McDermott Investors See Partial Cert. In $6B CB&I Deal Suit
Investors in energy industry engineering company McDermott International Inc. saw part of their proposed investor class certified as a lead plaintiff is sought for a second subclass in litigation over the company's $6 billion acquisition of Chicago Bridge & Iron Company NV.
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June 24, 2024
Australian, Canadian Uranium Miners Ink $835M Combo Deal
Australian mining company Paladin Energy Ltd. has agreed to buy Canada's Fission Uranium Corp. for CA$1.14 billion ($835 million), the companies said in a Monday statement.
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June 24, 2024
Catching Up With Delaware's Chancery Court
Amendments to Delaware's General Corporation Law topped the news out of the Court of Chancery again last week, as the hotly contested measure sailed through the state's legislature. Tesla and its shareholders continued their tug-of-war over attorney fees for Chancery litigation about Elon Musk's pay package, and new cases were filed involving biotechs, car rental companies, workout platforms, telecom towers, and a cargo ship fire in Brazil.
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June 24, 2024
Latest Gibson Dunn Transactions Hire Joins From Paul Weiss
Gibson Dunn & Crutcher LLP said Monday it has brought on a former Paul Weiss Rifkind Wharton & Garrison LLP attorney in the latest of the firm's many recent transactional lateral hires.
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June 24, 2024
Defense Contractor Gresham Inks $83M SPAC Merger
Defense contractor Gresham Worldwide Inc. and special-purpose acquisition company Ault Disruptive Technologies Corp. agreed Monday to merge in a deal that values Gresham at $83 million and enlarges the company's profile, steered by two law firms.
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June 24, 2024
Covestro, Abu Dhabi Oil In 'Concrete' Talks For $12.5B Deal
German chemicals group Covestro AG said Monday it is advancing its talks to potentially sell the business to the Abu Dhabi National Oil Co. after the United Arab Emirates' oil group upped its bid to more than €11.7 billion ($12.5 billion).
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June 24, 2024
Freshfields-Led Packager Sonoco Buying Eviosys For $3.9B
Hartsville, South Carolina-based packaging firm Sonoco Products Co. said Monday it has agreed to buy European food can maker Eviosys from private equity firm KPS Capital Partners for about $3.9 billion.
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June 24, 2024
CMS-Led Aareal Bank To Sell Unit To TPG For €3.9B
German lender Aareal Bank AG and investment company Advent International said Monday that they have agreed to sell a property management and maintenance software company to U.S. private equity firm TPG and Canada's CDPQ for approximately €3.9 billion ($4.2 billion).
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June 24, 2024
PepsiCo Green Lights Carlsberg's £3.1B Britvic Takeover Bid
Danish brewer Carlsberg AS said Monday that PepsiCo Inc. has effectively backed its £3.1 billion ($3.9 billion) takeover bid for Britvic PLC by agreeing not to end a bottling agreement with the British soft drinks maker if the deal progresses.
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June 21, 2024
Twitter Judge Skeptical Of Musk's Bid To Beat Investor Suit
A California federal judge considering allegations that Elon Musk misled Twitter investors by falsely tweeting that it had to provide information on its alleged bot problem before he'd proceed with his $44 billion acquisition appeared skeptical Friday of Musk's defense that investors knew he was obligated to close the deal regardless.
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June 21, 2024
Live Nation Investor Sues Leaders Over DOJ Antitrust Claims
Live Nation's executives and directors were hit with a shareholder derivative lawsuit Friday in California federal court that seeks damages in the wake of the U.S. Department of Justice's allegations that the company monopolized concert promotion and ticket sales following its 2010 merger with Ticketmaster.
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June 21, 2024
Delaware's Corporate Law Debate Left 'Blood On The Floor'
Delaware lawmakers have settled, for now, a rare, bitter, national fight over director rights to cede some powers to big stockholders, but the "Moelis" debate has also boosted friction between board and stockholder camps, with one retired law professor saying underlying litigation had left "blood on the floor."
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June 21, 2024
Treasury Unveils Rules Curtailing Outbound Tech Investments
The U.S. Department of the Treasury on Friday proposed rules to implement President Joe Biden's executive order aimed at restricting American investments in certain technologies that China is developing, including artificial intelligence systems, that are deemed threats to national security.
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June 21, 2024
FDIC Approves 1st Industrial Bank Application In Years
The Federal Deposit Insurance Corp. said Friday that it has approved plans from Thrivent Financial to create Thrivent Bank, making it the first new industrial bank to receive a green light from the agency during the Biden administration.
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June 21, 2024
SPAC Shareholder Sues In Del. Over Beachbody Merger
A stockholder of a special acquisition company that merged with health and wellness company The Beachbody Company Group has sued the blank check company's directors, officers, and controlling stockholders in Delaware's Court of Chancery, alleging breaches of fiduciary duty in connection with the deal.
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June 21, 2024
Kirkland-Led KKR To Buy Entertainment Biz Superstruct
Private equity giant KKR, advised by Kirkland & Ellis LLP, on Friday announced plans to buy London-based Superstruct Entertainment from White & Case LLP-led Providence Equity Partners.
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June 21, 2024
Dentons Hires Reed Smith Corporate Partner In Houston
Dentons has hired a former Reed Smith LLP partner, who has joined the firm's corporate, tax and private client practice in Houston, the firm announced Friday.
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June 21, 2024
3 Firms Build $540M Take-Private Sale Of Healthcare Data Biz
Digital health company Sharecare Inc. on Friday announced that it has agreed to be bought by healthcare-focused private equity firm Altaris LLC in a $540 million take-private deal built by three law firms.
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June 21, 2024
Taxation With Representation: Travers Smith, Potamitis Vekris
In this week's Taxation With Representation, RSK Group Ltd. gets a £500 million ($632 million) investment, Boston Scientific Corp. acquires Silk Road Medical Inc., Masdar takes a part of Terna Energy SA, and Tate & Lyle PLC buys CP Kelco from JM Huber Corp.
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June 21, 2024
Linklaters-Led Britvic Snubs Improved £3.1B Carlsberg Offer
Britvic PLC said Friday that it has rejected a sweetened £3.1 billion ($3.9 billion) takeover offer from Danish brewer Carlsberg AS, claiming the proposal undervalues the current and future prospects of the British soft drinks maker.
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June 20, 2024
TikTok Says Alternatives To 'Dangerous' Ban Were Ignored
TikTok said Thursday that federal lawmakers likely didn't even consider its "exhaustive, multi-year efforts" to address national security concerns before deciding to ban the social media platform, slamming the law as "unprecedented" and warning that it sets "a dangerous precedent."
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June 20, 2024
Del. House Sends Controversial Corp. Law Changes To Gov.
Delaware legislation that would allow corporate boards to cede some governance rights to chosen stockholders cleared the state's House by a wide margin late Thursday, heading to Gov. John Carney after debate that saw dire predictions for either outcome.
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June 20, 2024
FDIC Expands Requirements For Big-Bank Resolution Plans
The Federal Deposit Insurance Corp. on Thursday adopted expanded resolution-planning requirements for large banks and approved a measure intended to cut down on delays in the agency's handling of bank merger applications.
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June 20, 2024
Spinal Implant Maker Can Liquidate Under Ch. 11 Plan
A Delaware bankruptcy judge agreed Thursday to approve the Chapter 11 liquidation and wind-down plan of biotechnology developer InVivo, which reported it landed a buyer for its spinal cord implant technology following an unsuccessful bankruptcy auction.
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June 20, 2024
6 Firms Build Hydrogen Developer's $1.6B SPAC Merger
Chinese hydrogen solutions company United Hydrogen Group Inc. on Thursday announced plans to go public through a merger with special-purpose acquisition company Aimei Health Technology Co. Ltd. in a deal that values the combined business at roughly $1.6 billion on a pro forma basis and was built by six law firms.
Expert Analysis
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Navigating SPAC Market Challenges For Microcap Issuers
For microcap issuers, the special-purpose acquisition vehicle market tells a cautionary tale in which few targets attain the advantages they seek, and important considerations for companies with market capitalization of under $300 million include negotiating costs and expenses upfront to avoid becoming saddled with debt, say attorneys at Lucosky Brookman.
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Think Like A Lawyer: Follow The Iron Rule Of Trial Logic
Many diligent and eager attorneys include every good fact, point and rule in their trial narratives — spurred by the gnawing fear they’ll be second-guessed for leaving something out — but this approach ignores a fundamental principle of successful trial lawyering, says Luke Andrews at Poole Huffman.
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The Art Of Asking: Leveraging Your Contacts For Referrals
Though attorneys may hesitate to ask for referral recommendations to generate new business, research shows that people want to help others they know, like and trust, so consider who in your network you should approach and how to make the ask, says Rebecca Hnatowski at Edwards Advisory.
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The Drawbacks Of Banking Regulators' Merger Review Plans
Recent proposals for bank merger review criteria by the Office of the Comptroller of the Currency and Federal Deposit Insurance Corp. share common pitfalls: increased likelihood of delays, uncertainties, and new hurdles to transactions that could impede the long-term safety and soundness of the banks involved, say attorneys at WilmerHale.
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Series
Being An Equestrian Makes Me A Better Lawyer
Beyond getting experience thinking on my feet and tackling stressful situations, the skills I've gained from horseback riding have considerable overlap with the skills used to practice law, particularly in terms of team building, continuing education, and making an effort to reset and recharge, says Kerry Irwin at Moore & Van Allen.
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7th Circ. Mootness Fee Case May Curb Frivolous Merger Suits
On April 15, the Seventh Circuit in Jorge Alcarez v. Akorn Inc. mapped out a framework for courts to consider mootness fees paid to individual shareholders after the voluntary dismissal of a challenge to a public company merger, which could encourage objections to mootness fees and reduce the number of frivolous merger challenges filed, say attorneys at Skadden.
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4 Ways To Refresh Your Law Firm's Marketing Strategy
With many BigLaw firms relying on an increasingly obsolete marketing approach that prioritizes stiff professionalism over authentic connection, adopting a few key communications strategies to better connect with today's clients and prospects can make all the difference, say Eric Pacifici and Kevin Henderson at SMB Law.
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What 3rd Circ. Trust Ruling Means For Securitization Market
Mercedes Tunstall and Michael Gambro at Cadwalader break down the Third Circuit's March decision in Consumer Financial Protection Bureau v. National Collegiate Master Student Loan Trust, as well as predict next steps in the litigation and the implications of the decision for servicers and the securitization industry as a whole.
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Ensuring Nonpublic Info Stays Private Amid SEC Crackdown
Companies and individuals must take steps to ensure material nonpublic information remains confidential while working outside the office, as the U.S. Securities and Exchange Commission continues to take enforcement actions against those who trade on MNPI and don't comply with new off-channel communications rules in the remote work era, say attorneys at BakerHostetler.
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Behind Indiana's Broad New Healthcare Transactions Law
The high materiality threshold in Indiana's recently passed healthcare transaction law, coupled with the inclusion of private equity in its definition of healthcare entities, makes it one of the broadest state review regulations to date, say attorneys at DLA Piper.
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Highlights From The 2024 ABA Antitrust Spring Meeting
U.S. merger enforcement and cartels figured heavily in this year's American Bar Association spring antitrust meeting, where one key takeaway included news that the Federal Trade Commission's anticipated changes to the Hart-Scott-Rodino form may be less dramatic than many originally feared, say attorneys at Freshfields.
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What FERC's Disclosure Demands Mean For Cos., Investors
Two recent Federal Energy Regulatory Commission orders reflect the commission's increasingly meticulous approach to reviewing corporate structures in applications for approval of proposed consolidations, acquisitions or changes in control — putting the onus on the regulated community to track and comply with ever-more-burdensome disclosure requirements, say attorneys at Willkie.
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Del. Match.com Ruling Maintains Precedent In Time Of Change
Despite speculation that the Delaware Supreme Court could drive away corporations if it lowered the bar for business judgment review in its Match.com stockholder ruling, the court broke its recent run of controversial precedent-busting decisions by upholding, and arguably strengthening, minority stockholder protections against controller coercion, say Renee Zaytsev and Marc Ayala at Boies Schiller.
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FDIC Bank Merger Reviews Could Get More Burdensome
Recently proposed changes to the Federal Deposit Insurance Corp. bank merger review process would expand the agency's administrative processes, impose new evidentiary burdens on parties around competitive effects and other statutory approval factors, and continue the trend of long and unpredictable processing periods, say attorneys at Simpson Thacher.
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Series
Whitewater Kayaking Makes Me A Better Lawyer
Whether it's seeing clients and their issues from a new perspective, or staying nimble in a moment of intense challenge, the lessons learned from whitewater kayaking transcend the rapids of a river and prepare attorneys for the courtroom and beyond, says Matthew Kent at Alston & Bird.