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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Mergers & Acquisitions
MONDAY, JULY 22, 2024 Law360 iOS App Law360 Android App Follow Law360 on Facebook Follow Law360 on LinkedIn Follow Law360 on Twitter

TOP NEWS

Occidental Could Sell $3.6B CrownRock Stake To Ecopetrol

By Al Barbarino

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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FTC Eyes Mid-Nov. Texas Hearing Against Mattress Merger

By Bryan Koenig

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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Feature

NFL Antitrust Verdict, WWE Chair Woes Define 2024's 1st Half

By Elaine BriseƱo

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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Feature

What The End Of Chevron Means For FTC Rulemaking

By Bryan Koenig

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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MERGER REVIEW

Capital One Critics Lobby To Block 'No Good' Discover Deal

By Jon Hill

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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Kroger Could Delay Merger Closing To Avoid Colo. Hearing

By Thy Vo

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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Axon Says FTC Has 'No Reason' To Wade Into Suit

By Bryan Koenig

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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FTC Says Microsoft Price Hike Shows Activision Deal Harm

By Matthew Perlman

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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SHAREHOLDER ACTIVISM

Heartland Investor Looks To Block $2B UMB Bank Takeover

By Katryna Perera

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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Two Class Atty Teams Challenge EngageSmart Deal In Del.

By Jeff Montgomery

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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Brief

Judge OKs $47.5M QuantumScape Shareholder Deal

By Sydney Price

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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DEALS

Galaxy's CryptoManufaktur Buy Boosts Assets To $3.3B

By Al Barbarino

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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NY Defense Co. Loar Buying Applied Avionics For $385M

By Al Barbarino

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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UK Clears Roche's $295M Purchase Of Diagnostics Biz

By Najiyya Budaly

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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Kirkland, MoFo Steer $139M Take-Private Of Medtech Biz

By Jade Martinez-Pogue

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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Taxation With Representation: A&O Shearman, Gibson Dunn

By Zak Kostro

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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CAPITAL MARKETS

12 Firms Guiding IPO Quartet Projected To Exceed $5B

By Tom Zanki

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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LITIGATION

NC AG Looks To Stave Off Deposition In Hospital Contract Suit

By Hayley Fowler

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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EXPERT ANALYSIS

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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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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LEGAL INDUSTRY

BCLP Seeks Merger Partner As Departures Continue

By Aebra Coe

Bryan Cave Leighton Paisner LLP's headcount has declined by more than 20% since the law firm's seminal combination, according to firm data, with a surge of lateral departures this spring and summer. Sources have told Law360 Pulse that firm leaders are currently seeking a merger partner.

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Several State Courts Impacted By Global Tech Outage

By Sarah Martinson

Several state courts have been impacted by a global Microsoft Windows outage Friday morning causing operational challenges and courthouse closures.

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DOJ Seeks Probe Of Conflicts In Ex-Fed. Judge's Cases

By Jack Karp

The U.S. Department of Justice has asked its internal watchdog to look into why federal prosecutors kept quiet about the fact that they allegedly knew now-resigned Alaska federal Judge Joshua Kindred had inappropriate relationships with several attorneys appearing before him, the DOJ confirmed to Law360 Friday.

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NASCAR Names New General Counsel Amid Shake-Up

By Sue Reisinger

NASCAR Holdings' has named a new general counsel and a new deputy general counsel and head of privacy to fill out the team of chief legal officer Amanda Oliver.

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Calif. Bar Backs Creating New Virtual Bar Exam To Cut Costs

By Hailey Konnath

The State Bar of California's Board of Trustees has signed off on plans to negotiate a potentially $8 million, five-year deal with Kaplan North America LLC to replace the Multistate Bar Exam with its own state exam that could be taken remotely, according to a statement issued Friday.

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Kavanaugh Murder-Attempt Suspect Set To Face Trial

By Rae Ann Varona

A man charged with attempting to kill U.S. Supreme Court Justice Brett Kavanaugh has failed to reach a plea deal after nearly two years of negotiations, setting his case up for trial in Maryland federal court, federal prosecutors said Friday.

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2nd Circ. Upholds Ax Of Ex-Ropes & Gray Clerk's Bar Exam Suit

By Ryan Boysen

A former Ropes & Gray LLP attorney who was fired after twice failing the New York bar exam can't sue the state agency that administers the test for failing to accommodate her disabilities, the Second Circuit ruled Friday, finding the agency is protected by sovereign immunity.

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Apple Wants Litigation Funder To Explain Role In Patent Row

By Rose Krebs

Apple Inc. wants a Delaware federal judge to order litigation funder Omni Bridgeway LLC to turn over documents explaining its relationship with Finnish company MPH Technologies Oy and its financial interest in MPH's ongoing patent litigation against Apple in California.

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NYC Bar OKs Attys' Financial Stakes In Alternative Biz Entities

By Andrea Keckley

A new ethics committee report says a New York City lawyer may hold a financial interest in alternative business structures in jurisdictions that let them provide legal services, provided the lawyer is merely a financial investor, not practicing law through the entity.

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Judge Recuses As Tech Firm Slams Dow Chemical's Request

By Ryan Harroff

An Ohio federal judge has recused himself from a trade secrets case brought against Dow Chemical Co. after the technology firm that sued it showed the court a settlement offer without approval that would grant Dow Chemical's recusal motion, which the tech firm said was a "cavalier approach to a drastic remedy."

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Class Seeks $1.5B Settlement In Payday Loan Dispute

By Crystal Owens

A class of borrowers has urged a Virginia federal court to approve what would be the largest settlement ever obtained in a challenge to participants in the tribal lending industry, arguing that the agreement would give significant relief to hundreds of thousands in the form of debt cancellations and cash payments.

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Law Profs Throw Flag On NFL's 'Unconscionable' Arbitration

By David Steele

Allowing the NFL's arbitration system, with commissioner Roger Goodell as the arbitrator, to prevail in Brian Flores' discrimination dispute with the league is "unconscionable" and "egregious," a dozen law professors have told the Second Circuit in an amicus brief supporting the former Miami Dolphins head coach.

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Calif. Firm Beats Rival's Claims In 'Sweet Justice' TM Fight

By Rachel Rippetoe

A California federal court on Thursday nixed a personal injury firm's countersuit against its rival in a battle over the trademark use of the term "Sweet Justice," ruling that the firm's counterclaims are a "mirror-image" of the underlying suit.

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'Texit' Atty Sues State Rep., Judge Over Defamation Fees

By Catherine Marfin

A civil rights attorney who has represented the group behind the "Texit" movement filed a lawsuit against a state representative and court officials in a North Texas county, accusing the group of colluding to run up attorney fees against him in a defamation case connected to the pro-Texas-secession group.

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Colo. Federal Judges Point Out Recent High Turnover

By Daniel Ducassi

Colorado's chief federal judge on Friday observed "there has been a lot of turnover" on the bench in the district over the past several years, noting five out of the seven active district court judges were nominated by President Joe Biden. 

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Law360's Legal Lions Of The Week

By Kevin Penton

Blanche Law PLLC and Continental PLLC lead this week's edition of Law360 Legal Lions, after a Florida federal judge tossed the criminal case against former President Donald Trump over his allegedly illegal retention of classified documents at his Mar-a-Lago estate.

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GC Cheat Sheet: The Hottest Corporate News Of The Week

By Michele Gorman

A kidney care company has asked a federal judge to throw out a former in-house counsel's lawsuit that claims she was fired for raising concerns about violations of federal anti-kickback statutes, and a study showed the world's most extensive public country-by-country tax reporting rules would require 51% of large U.S. multinational corporations to disclose tax arrangements. These are among the stories in corporate legal news you may have missed in the past week.

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UK Litigation Roundup: Here's What You Missed In London

By Max Austin

This past week in London has seen a libel clash between comedian Paul Currie and the Soho Theatre Company over allegations of anti-semitism, technology giant Huawei face a patents claim by Mediatek, Westfield Europe pursue action against Clearpay Finance for contract breaches and tour operating company Carnival hit chartered airline Maleth Aero for significant flight delays. Here, Law360 looks at these and other new claims in the U.K.

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In Case You Missed It: Hottest Firms And Stories On Law360

For those who missed out, here's a look back at the law firms, stories and expert analyses that generated the most buzz on Law360 last week.

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LAW FIRMS IN TODAY'S NEWS

A&O Shearman

Alston & Bird

Arnold & Porter

Axinn Veltrop

Baker Botts

Baker Donelson

Baker McKenzie

Benesch

Bernstein Litowitz

Blake Cassels

Block & Leviton

Bryan Cave

Cadwalader Wickersham

Cleary Gottlieb

Clyde & Co

Cohen Milstein

Continental PLLC

Covington & Burling

Cravath Swaine

DAC Beachcroft

DLA Piper

Davis Polk

Debevoise & Plimpton

Dechert LLP

Dentons

Dorsey & Whitney

Eggleston King

Elefterakis Elefterakis

Fieldfisher

Fried Frank

Friedman Oster

Gibson Dunn

Goodwin Procter

Gowling WLG

Grant & Eisenhofer

Hahn Loeser

Haynes & Boone

Herrick Feinstein

Hogan Lovells

Hogen Adams

Holland & Hart

Holland & Knight

Howes Percival

Jo Anne Simon PC

Jones Day

Kelly Guzzo

Kirkland & Ellis

Labaton Keller

Latham & Watkins

Levi & Korsinsky

Lockridge Grindal

Loeb & Loeb

Machado Meyer

McCarthy Tetrault

Mishcon de Reya

Morgan Lewis

Morris Nichols

Morrison Foerster

Munger Tolles

Nelson Mullins

Norton Rose

Obermayer Rebmann

Osborne Clarke

Paul Hastings

Paul Weiss

Perkins Coie

Pirkey Barber

Prickett Jones

Proskauer Rose

Quinn Emanuel

Richards Layton

Roberts & Stevens

Robins Kaplan

Robinson Bradshaw

Ropes & Gray

Rutan & Tucker

Seyfarth Shaw

Sidley Austin

Simmons & Simmons

Simpson Thacher & Bartlett LLP

Siri & Glimstad

Skadden Arps

Spencer Fane

Squire Patton

Stein & Vargas

Sullivan & Cromwell

Sweet James LLP

The Brualdi Law Firm

Thompson Hine

Troutman Pepper

Venable LLP

Walsh Pizzi

Ward Hadaway

Washington & Washington

Weil Gotshal

Wheeler Trigg

Wigdor LLP

Wilkinson Stekloff

Williams & Connolly

Wilson Sonsini

Wright Hassall

gunnercooke LLP

COMPANIES IN TODAY'S NEWS

AXA SA

Activision Blizzard Inc.

Adobe Inc.

Aegon NV

Alexion Pharmaceuticals Inc.

American Arbitration Association

American Economic Liberties Project

Amphenol Corp.

Apple Inc.

AstraZeneca PLC

Atalaya Capital Management

Augmedix Inc.

Authentic Brands Group LLC

Aviva SA

Axon Enterprise Inc.

Baltimore Orioles

Blue Owl Capital Inc.

Boston Private Financial Holdings, Inc.

Braintree

Carnival Corp. & PLC

Chevron Corp.

Cleveland-Cliffs Inc.

Colorado Bar Association

Comerica Inc.

CommScope Inc.

CrowdStrike Holdings Inc.

Denver Broncos Football Club

Dewey Ranch Hockey LLC

Discover Financial Services Inc.

Dow Inc.

EMI Group Ltd.

Ecopetrol S.A.

EngageSmart

Ethereum GmbH

Galaxy Digital Holdings Ltd.

Google LLC

HCA Healthcare Inc.

Heartland Financial USA, Inc.

Horizon Therapeutics PLC

Houston Texans

Huawei Technologies Co. Ltd.

KBW, Inc.

KKR & Co. Inc.

Larsen & Toubro Ltd.

Las Vegas Raiders LLC

Leo Burnett Worldwide Inc.

Liberty Mutual Insurance Group

LinkedIn Corp.

Loyola University New Orleans

Major League Baseball Inc.

Mercedes-Benz USA LLC

Miami Dolphins

Microsoft Corp.

Morgan Stanley

Morningstar, Inc.

NASDAQ Inc.

NFL Enterprises LLC

Nascar Digital Media LLC

National Collegiate Athletic Association

National Hockey League

New York City Bar Association

New York Football Giants Inc.

New York University

Occidental Petroleum Corp.

Omni Bridgeway Ltd.

Panoramic Health

Pioneer Global Asset Management SpA

Public Citizen Inc.

Purdue Pharma LP

Renaissance Capital

Ryan LLC

SVB Financial Group

Safariland

Select Medical Holdings Corp.

Sleep Outfitters

SolarWinds Corp.

Solicitors Regulation Authority Ltd.

Sony Music Entertainment Inc.

Starbucks Corp.

State Bar of California

Summit Partners

Syngenta AG

Tempur Sealy International Inc.

The Carlyle Group Inc.

The DIRECTV Group Inc.

The Goldman Sachs Group Inc.

The Kroger Co.

The Tennessee Titans

Twitter Inc.

U.S. Chamber of Commerce

UMB Financial Corp.

USA Gymnastics

Union Pacific Corp.

University of Iowa

University of Southern California

Utah Jazz

Valeo Partners LLC

Varsity Brands Inc.

Viela Bio Inc.

Vista Equity Partners Management LLC

Vodafone Group PLC

WNBA Enterprises LLC

Walmart Inc.

Woodruff-Sawyer & Co.

World Wrestling Entertainment Inc.

GOVERNMENT AGENCIES IN TODAY'S NEWS

Committee on Foreign Investment in the United States

Companies House

Competition and Markets Authority

Consumer Financial Protection Bureau

Delaware Court of Chancery

European Union

Federal Bureau of Investigation

Federal Reserve System

Federal Trade Commission

Food and Drug Administration

HM Revenue & Customs

Lac du Flambeau Band of Lake Superior Chippewa Indians

National Labor Relations Board

New York Attorney General's Office

North Carolina Attorney General's Office

North Carolina Department of Justice

Office of the Comptroller of the Currency

Supreme Court of Nevada

Texas Legislature

U.S. Attorney's Office for the District of Alaska

U.S. Attorney's Office for the District of Maryland

U.S. Bankruptcy Court for the Southern District of New York

U.S. Court of Appeals for the Ninth Circuit

U.S. Court of Appeals for the Second Circuit

U.S. Department of Commerce

U.S. Department of Justice

U.S. District Court for the Central District of California

U.S. District Court for the District of Delaware

U.S. District Court for the District of Maryland

U.S. District Court for the District of New Jersey

U.S. District Court for the Northern District of California

U.S. District Court for the Northern District of Texas

U.S. District Court for the Southern District of New York

U.S. District Court for the Western District of Virginia

U.S. Patent and Trademark Office

U.S. Securities and Exchange Commission

U.S. Supreme Court

United States District Court for the Northern District of Ohio