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Mergers & Acquisitions
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December 16, 2024
Albertsons Says Kroger 'Squandered' $25B Merger Bid
The Kroger Co. Inc. "willfully squandered" opportunities to complete a now-blocked $24.6 billion mega-merger with Albertsons Cos. Inc., according to an unsealed five-count lawsuit in Delaware's Court of Chancery potentially seeking billions in damages.
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December 16, 2024
US Lends $9.6B To Build EV Battery Plants In The South
The U.S. Department of Energy has agreed to loan Ford Motor Co. and South Korean battery manufacturer SK On up to $9.63 billion for a joint venture that includes building electric vehicle battery plants in Tennessee and Kentucky, according to a Monday statement.
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December 16, 2024
Honeywell May Split Aerospace Biz Amid Activist Pressure
Honeywell International Inc. on Monday said it is mulling a separation of its aerospace business, after activist investment firm Elliott Investment Management LP in November pushed for the industrial conglomerate to separate itself into two independent companies.
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December 16, 2024
3 Firms Guide Goldman Sachs On Buying Synthon Stake
The alternative investment arm of Goldman Sachs said Monday that it plans to buy a majority stake in the drugmaker Synthon from British investment firm BC Partners LLP, in a deal that values the Dutch company at a reported €2 billion ($2.1 billion).
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December 16, 2024
Gibson Dunn Guides Vera Wang In Sale Of IP To WHP Global
New York-based brand management firm WHP Global, advised by Kirkland & Ellis LLP and Pryor Cashman LLP, on Monday announced that it has agreed to buy all the intellectual property of Gibson Dunn & Crutcher LLP-advised luxury designer brand Vera Wang.
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December 16, 2024
Anglo American-Backed Engine Tech Co. Files Ch. 11
A developer of hybrid electric hauling equipment has filed for Chapter 11 protection in Delaware bankruptcy court with nearly $98 million in debt and an agreement with its secured lender and parent, mining company Anglo American, to pursue a sale.
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December 16, 2024
Gov't Approves £3.6B Royal Mail Sale To Czech Tycoon
A conglomerate controlled by Czech billionaire Daniel Křetínský said Monday that its planned £3.6 billion ($4.5 billion) purchase of Royal Mail's parent has moved a step closer to delivery after the U.K. government approved it — with several conditions.
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December 13, 2024
Medical Device Co. Brass Hid SPAC's True Value, Suit Says
The executives and directors of a healthcare holding company have been hit with a shareholder derivative suit in Colorado federal court alleging the company hid the financial and regulatory risks it faced to inflate its value after merging with a blank check company.
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December 13, 2024
Canadian Gold Mining Co. Beats Investor Suit Over M&A Plans
A New York federal judge on Friday granted a Canadian gold mining company a summary judgment win in a securities lawsuit accusing it of misleading investors about its corporate acquisition strategy, saying statements a California investor challenged didn't exclude the possibility of acquiring another company if the right opportunity arose.
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December 13, 2024
UK Litigation Roundup: Here's What You Missed In London
This past week in London has seen a group of franchise operators hit Vodafone with a £120 million ($151 million) claim for allegedly imposing commission cuts, green energy tycoon Dale Vince pursue another libel action against the publisher of the Daily Mail, and parcel delivery giant Yodel face a claim by an investor that helped save it from collapse earlier in the year.
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December 13, 2024
SEC's Corporation Finance Director Gerding To Step Down
The U.S. Securities and Exchange Commission announced Friday that the head of its Division of Corporation Finance, who oversaw the finalization of controversial new rules covering environmental disclosures and share repurchases, will leave the agency at the end of the year.
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December 13, 2024
DC Circ. Declines To Disturb Law That Could Ban TikTok
The D.C. Circuit on Friday rejected TikTok's request for a preliminary injunction delaying implementation of a law requiring the app to split with its Chinese parent company ByteDance Ltd. or face a nationwide ban, saying that TikTok wants to block "the enforcement of a presumptively valid act of Congress."
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December 13, 2024
$15M Deal To End Hemisphere Media Merger Suit OK'd In Del.
Former public stockholders of Hemisphere Media Group Inc. secured a $15 million Delaware Court of Chancery settlement Friday for claims that former controlling investor Searchlight Capital Partners LP took the media business private in a two-step deal that undervalued the company's remaining shares.
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December 13, 2024
Off The Bench: PE Buys In On NFL, WWE Abuse Suit Back On
In this week's Off The Bench, two teams usher in a new era for the NFL by bringing in private equity investors, a suit accusing the WWE and Vince McMahon of sexual abuse and trafficking picks back up while a federal investigation continues, and a private equity giant and NHL owner passes away.
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December 13, 2024
Taxation With Representation: Kirkland, Davis Polk, Wachtell
In this week's Taxation With Representation, Google and TPG Rise Climate partner with Intersect Power, Gen Digital Inc. acquires MoneyLion Inc., Patient Square Capital acquires Patterson Companies Inc., and the Buffalo Bills and Miami Dolphins sell minority ownership shares to private equity firms.
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December 13, 2024
3 Firms Guide Pair Of SPAC Listings Totaling $410M
Two special purpose acquisition companies began trading on Friday after completing initial public offerings that raised a combined $410 million, under guidance from three law firms, targeting industries spanning cybersecurity, artificial intelligence and financial technology.
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December 13, 2024
'Buy Now, Pay Later' Co. Affirm Inks $4B Deal With PE Firm
Payment network Affirm Holdings Inc., advised by Mayer Brown LLP, on Friday announced that it has entered into a partnership with investment firm Sixth Street under which Sixth Street will plug up to $4 billion into the "buy now, pay later" company.
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December 13, 2024
Lawmakers Press Tech Giants As TikTok D-Day Looms
A pair of lawmakers on Friday leaned on TikTok to ensure it meets a Jan. 19 deadline to sell its operations or face a U.S. ban, while also pressing tech giants Apple and Google to be prepared to deplatform the video-sharing app if it refuses to sell.
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December 13, 2024
Kirkland, Wachtell Guiding Warner Bros.' Strategic Split
Kirkland & Ellis LLP and Wachtell Lipton Rosen & Katz are guiding Warner Bros. Discovery Inc. on a new plan to separate its cable TV businesses from its streaming and studio operations.
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December 13, 2024
4 Firms Rep On Rent-A-Center Owner's $460M Brigit Deal
Rent-A-Center owner Upbound Group Inc. has agreed to acquire financial technology company Brigit for up to $460 million, with Sullivan & Cromwell LLP and Mayer Brown LLP guiding Upbound and Cooley LLP and Morgan Lewis & Bockius LLP representing Brigit.
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December 13, 2024
CMA Ends Probe Into Sonoco's $3.9B Buy Of European Rival
Britain's antitrust watchdog has ended its investigation into the $3.9 billion acquisition by U.S. packaging company Sonoco Products of Eviosys, a food can-maker, from private equity firm KPS Capital Partners and another packaging business.
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December 13, 2024
UK Launches Probe Into BlackRock Deal For Data Biz Preqin
The antitrust authority said Friday that it has launched a formal probe into the proposed £2.55 billion ($3.2 billion) acquisition by private equity giant BlackRock of markets data provider Preqin.
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December 13, 2024
Charles Russell Leads PE Firm In £100M Warehouse Purchase
A subsidiary of EQT AB has acquired two warehouses in southern England for more than £100 million ($126 million) as part of the Swedish private equity firm's investment in the developing logistics market.
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December 13, 2024
Switzerland's SoftwareOne In Talks To Buy IT Consultancy
Swiss cloud technology company SoftwareOne Holding AG is in talks to buy Crayon Group, the companies said Friday, a transaction that would create a leading European reseller of software licenses.
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December 12, 2024
Cantor Fitzgerald To Pay SEC $6.75M Over SPAC Disclosures
Cantor Fitzgerald on Thursday agreed to pay a $6.75 million penalty to the U.S. Securities and Exchange Commission to resolve claims that it caused two special purpose acquisition companies that it controls to make misleading statements to investors ahead of the SPACs' initial public offerings.
Expert Analysis
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Unpacking The Circuit Split Over A Federal Atty Fee Rule
Federal circuit courts that have addressed Rule 41(d) of the Federal Rules of Civil Procedure are split as to whether attorney fees are included as part of the costs of a previously dismissed action, so practitioners aiming to recover or avoid fees should tailor arguments to the appropriate court, says Joseph Myles and Lionel Lavenue at Finnegan.
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6 Tips For Maximizing After-Tax Returns In Private M&A Deals
With potential tax legislation likely to spur a surge in private business sales, sellers can make the most of after-tax proceeds with strategies that include price allocation and qualified investment options, say Isaac Grossman and Daniel Studin at Morrison Cohen.
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After A Brief Hiccup, The 'Rocket Docket' Soars Back To No. 1
The Eastern District of Virginia’s precipitous 2022 fall from its storied rocket docket status appears to have been a temporary aberration, as recent statistics reveal that the court is once again back on top as the fastest federal civil trial court in the nation, says Robert Tata at Hunton.
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The Current State Of Healthcare Transaction Reviews In Calif.
As of April, certain healthcare transactions in California have been subject to additional notification compliance requirements, and complying with these new rules could significantly delay and discourage some deals, says Andrew Demetriou at Husch Blackwell.
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Big Banks Face Potential Broader Recovery Plan Rules
The Office of the Comptroller of the Currency's recent call for potentially subjecting more banks to recovery planning standards would represent a significant expansion of the scope of the recovery guidelines, and banks that would be affected should assess whether they’re prepared, say attorneys at Debevoise.
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Practical Private Equity Lessons From 2 Delaware Deals
A pair of Delaware Chancery Court cases remind private equity sponsors that specificity is crucial through the lens of deal certainty, particularly around closing conditions and agreement sections of acquisition agreements, say Robert Rizzo and Larissa Lucas at Weil Gotshal and William Lafferty at Morris Nichols.
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Recruitment Trends In Emerging Law Firm Frontiers
BigLaw firms are facing local recruitment challenges as they increasingly establish offices in cities outside of the major legal hubs, requiring them to weigh various strategies for attracting talent that present different risks and benefits, says Tom Hanlon at Buchanan Law.
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4 Tips For Drafting Earnouts To Avoid Disputes
Amid slowed merger and acquisition activity, buyers and sellers are increasingly turning to earnout provisions to get deals done, but these must be carefully drafted to avoid interpretative differences that can lead to later disputes, say attorneys at Cooley.
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Series
Glassblowing Makes Me A Better Lawyer
I never expected that glassblowing would strongly influence my work as an attorney, but it has taught me the importance of building a solid foundation for your work, learning from others and committing to a lifetime of practice, says Margaret House at Kalijarvi Chuzi.
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Opinion
Paid Noncompetes Offer A Better Solution Than FTC's Ban
A better alternative to the Federal Trade Commission's recent and widely contested noncompete ban would be a nationwide bright-line rule requiring employers to pay employees during the noncompete period, says Steven Kayman at Rottenberg Lipman.
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How Associates Can Build A Professional Image
As hybrid work arrangements become the norm in the legal industry, early-career attorneys must be proactive in building and maintaining a professional presence in both physical and digital settings, ensuring that their image aligns with their long-term career goals, say Lana Manganiello at Equinox Strategy Partners and Estelle Winsett at Estelle Winsett Professional Image Consulting.
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5 Steps To Navigating State Laws On Healthcare Transactions
As more states pass legislation requiring healthcare-transaction notice, private equity investors and other deal parties should evaluate the new laws and consider ways to mitigate their effects, say Carol Loepere and Nicole Aiken-Shaban at Reed Smith.
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Firms Must Rethink How They Train New Lawyers In AI Age
As law firms begin to use generative artificial intelligence to complete lower-level legal tasks, they’ll need to consider new ways to train summer associates and early-career attorneys, keeping in mind the five stages of skill acquisition, says Liisa Thomas at Sheppard Mullin.
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Inside Antitrust Agencies' Rollup And Serial Acquisition Moves
The recent request for public comments on serial acquisitions and rollup strategies from the Federal Trade Commission and U.S. Justice Department mark the antitrust agencies' continued focus on actions that fall below premerger reporting thresholds, say attorneys at Paul Weiss.
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Think Like A Lawyer: Always Be Closing
When a lawyer presents their case with the right propulsive structure throughout trial, there is little need for further argument after the close of evidence — and in fact, rehashing it all may test jurors’ patience — so attorneys should consider other strategies for closing arguments, says Luke Andrews at Poole Huffman.