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Mergers & Acquisitions
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December 19, 2024
DuPont, Corteva Liable For Bad Benefits Info, Judge Says
Chemical companies DuPont and Corteva Inc. violated federal benefits law when they cut hundreds of workers off from retirement benefits following a merger and subsequent spinoff, a Pennsylvania federal judge ruled, finding the companies didn't clearly explain how the transactions would impact employees' benefits.
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December 19, 2024
Fed, OCC 'Asleep At Wheel' On Merger Policy, Warren Says
Sen. Elizabeth Warren on Wednesday accused top federal bank regulators of blowing off calls for tougher merger scrutiny and leaving the financial system exposed to dangerous megadeals, blasting them as "asleep at the wheel" as the Capital One-Discover merger inched closer to approval.
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December 19, 2024
CMA Issues Guidance For New Digital Competition Rules
Britain's Competition and Markets Authority released guidance Thursday laying out how the agency intends to use its new powers to impose rules and obligations on large technology companies, ahead of the regime's launch next year.
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December 19, 2024
EU Opens In-Depth Probe Of Liberty's $3.6B MotoGP Deal
European antitrust regulators are investigating Liberty Media's proposed acquisition of Dorna Sports, citing concerns that the €3.5 billion deal could harm competition in motorsports broadcasting and drive up licensing costs.
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December 19, 2024
Cannabis Co. Proper Brands Purchased As Part Of $397M Deal
Missouri cannabis operator Proper Brands, advised by Cassels Brock & Blackwell LLP, on Thursday announced plans to merge with medical cannabis company Vireo Growth Inc., advised by Dorsey & Whitney LLP, as part of a series of all-stock transactions totaling $397 million.
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December 19, 2024
Honda, Nissan Mulling Merger, And Other Deal Rumors
Japanese automakers Honda and Nissan are discussing a potential merger as they look to compete with the likes of Tesla and Chinese automakers, according to a Wednesday report by Nikkei. A subsequent report in The Wall Street Journal laid out some eye-catching stats about China's growth in the industry, which it said has left automakers elsewhere across the globe scrambling to compete.
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December 19, 2024
Morrison Foerster, Freshfields Guide $1.8B Packaging Deal
Toppan Holdings Inc. confirmed Thursday it has agreed to purchase Sonoco Products Co.'s thermoformed and flexible packaging, or TFP, unit for about $1.8 billion, with Morrison Foerster LLP advising the buyer and Freshfields LLP representing the seller.
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December 19, 2024
Sony Ups Stake In Japanese Video Game Maker's Parent Co.
Sony Group Corp. said Thursday it has agreed to up its stake in Kadokawa Corp. to 10% through the purchase of more than 12 million shares for approximately 50 billion yen ($317.8 million), sending Kadokawa's stock skyrocketing more than 24%.
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December 19, 2024
X Workers Say Entire Severance Suit Should Survive
Former X employees urged a Delaware federal court to set aside portions of a magistrate judge's recommendation that the court partially toss their unpaid severance benefits lawsuit, saying the judge incorrectly found that a merger agreement stripped them of standing.
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December 19, 2024
Tencent Removes 2 Epic Directors Following DOJ Scrutiny
Two Epic Games directors appointed by Tencent Holdings are stepping down from Epic's board after the U.S. Department of Justice said their positions could constitute antitrust law violations, the agency has announced.
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December 19, 2024
US Billionaire Finalizes Deal For Everton Football Club
The company controlled by U.S. billionaire businessman Dan Friedkin, advised by Proskauer Rose, has completed its purchase of Everton Football Club, concluding a drawn-out process that included a previous deal that fell through after the buyer faced legal troubles.
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December 19, 2024
3 Firms Guide Cloud Tech Biz On $1.4B Buy Of IT Consultancy
Swiss cloud technology company SoftwareOne Holding AG and Norway's Crayon Group said Thursday that they have agreed to merge in a $1.4 billion deal that will create a leading reseller of software and cloud products.
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December 18, 2024
Ex-US Rep. Urges 2nd Circ. To Nix Insider Trading Conviction
Former Indiana Rep. Stephen Buyer on Wednesday urged the Second Circuit to reverse his insider trading conviction or grant him a new trial, saying federal prosecutors violated his Sixth Amendment rights and failed to prove Manhattan was the right place to be tried, which led a pair of circuit judges to voice doubt about the court's standard for establishing venue.
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December 18, 2024
Morrison Foerster Cites Tariffs As Key M&A Variable For 2025
International law firm Morrison Foerster LLP is among those citing President-elect Donald Trump's tariff plans as a key wild card that could affect mergers and acquisitions deal flow in 2025, a Wednesday report from the firm shows.
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December 18, 2024
EY Accused Of Aiding Energy Firm's SPAC Fraud
Big Four accounting firm EY faces a suit alleging that its "unqualified" audit opinions for a United Arab Emirates-based oil storage leasing company enabled the company to defraud investors in its $1 billion 2019 merger with a special purpose acquisition company.
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December 18, 2024
Judge Wants To Know If Colo. Kroger Merger Fight Is Moot
A Colorado state judge wants to know whether two recent decisions blocking the proposed $24.6 billion merger of The Kroger Co. and Albertsons Cos. Inc. has mooted Attorney General Phillip J. Weiser's challenge to the transaction, according to a briefing plan approved Tuesday.
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December 18, 2024
FCC Asked To Place Conditions On Skydance-Paramount Deal
Paramount Global's $2.4 billion plan to merge with Skydance Media has gained another critic, a right-leaning nonprofit law firm that wants the Federal Communications Commission to refuse to approve the tie-up without placing conditions on Paramount's CBS.
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December 18, 2024
Bain Seeks Controlling Stake Despite Fuji Soft Rejection
Bain Capital is seeking to execute a tender offer for a controlling stake in Fuji Soft despite the Japanese company's decision to proceed with an alternative buyout offer from KKR, stating in a Wednesday presentation that it has "significant concerns" about a Fuji Soft special committee's independence.
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December 18, 2024
Insurance Co. Buyer Accuses Seller Of Fraud In Chancery Suit
Alleging a "textbook case of fraud in the inducement and breach of fiduciary duty," a holding company that acquired Georgia-based Southern Trust Insurance Co. has sued the seller's principals, associates and their company in Delaware's Court of Chancery.
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December 18, 2024
Energy Co. Orsted Sells 50% Solar Farm Stake In $572M Deal
Danish multinational energy company Orsted, advised by Sidley Austin LLP, on Wednesday announced plans to sell a 50% equity stake in three U.S. onshore projects to energy transition-focused investor Energy Capital Partners in a $572 million deal.
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December 18, 2024
Insignia Financial Rejects $1.7B Buyout Bid From Bain
Australia's Insignia Financial said Wednesday it has rejected a nonbinding Bain Capital buyout bid valued at roughly $1.7 billion, stating it does not "adequately represent fair value" for its shareholders.
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December 18, 2024
Toolmaker Hardinge Gets OK On Ch. 11 Liquidation Plan
A Delaware bankruptcy judge on Wednesday approved tool manufacturer Hardinge Inc.'s Chapter 11 liquidation plan after the debtor settled disputes with creditors, its investment fund backer and other parties by agreeing to drop potential claims in exchange for a cash payment.
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December 18, 2024
Yale Eyes Quick Win In $435M Conn. Hospital Purchase Suit
Yale New Haven Health Services Corp. has asked a Connecticut state court judge for permission to file a summary judgment motion in a feud with Prospect Medical Holdings Inc. over the sale of several hospitals in the state, saying Prospect's "stunning" failure to fund pensions and pay taxes resulted in property liens that breached the $435 million deal.
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December 18, 2024
High Court To Review TikTok Sale-Or-Ban Law
The U.S. Supreme Court announced Wednesday that it will fully review TikTok's First Amendment challenge to a federal law requiring the wildly popular social media platform to divest from its Chinese parent company or face a nationwide ban, scheduling expedited oral arguments one week before the law's effective date.
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December 18, 2024
Guardian Owner Inks Deal To Sell Observer To Tortoise Media
The owner of Guardian Media Group said Wednesday that it has formally signed a deal to sell The Observer to online U.K. startup Tortoise Media, in a cash and shares transaction.
Expert Analysis
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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.
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Series
Solving Puzzles Makes Me A Better Lawyer
Tackling daily puzzles — like Wordle, KenKen and Connections — has bolstered my intellectual property litigation practice by helping me to exercise different mental skills, acknowledge minor but important details, and build and reinforce good habits, says Roy Wepner at Kaplan Breyer.
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What UK Digital Markets Act Will Mean For Competition Law
The new Digital Markets Act’s reforms will strengthen the Competition and Markets Authority's investigatory and enforcement powers across its full remit of merger control and antitrust investigations, representing a seismic shift in the U.K. competition and consumer law landscape, say lawyers at Travers Smith.
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Texas Ethics Opinion Flags Hazards Of Unauthorized Practice
The Texas Professional Ethics Committee's recently issued proposed opinion finding that in-house counsel providing legal services to the company's clients constitutes the unauthorized practice of law is a valuable clarification given that a UPL violation — a misdemeanor in most states — carries high stakes, say Hilary Gerzhoy and Julienne Pasichow at HWG.