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Mergers & Acquisitions
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October 04, 2024
Trump Media SPAC Dropped From $20M Insider-Trading Suit
A Florida federal judge dismissed a special purpose acquisition company from a shareholder complaint alleging a board member and investor made nearly $20 million from insider trading following news of a merger with Donald Trump's social media website, saying the SPAC isn't a necessary party to the lawsuit.
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October 04, 2024
MLB's Storied History Runs Through The Bankruptcy Court
With the value of professional sports teams skyrocketing over the last decade, it's hard to imagine a Major League Baseball club having to file for bankruptcy. But it's happened at least five times since 1970 for a variety of reasons, and the teams that have taken advantage of the bankruptcy courts have charted much different paths post-insolvency.
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October 04, 2024
Tempur Sealy, Mattress Firm Sue To Block FTC Merger Case
Tempur Sealy International Inc. and Mattress Firm Group Inc. told a Texas federal court on Friday that the Federal Trade Commission's in-house process violates the Constitution, so the agency's case challenging their planned $4 billion merger should be blocked.
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October 04, 2024
Robertshaw Closes Ch. 11 Sale Hours Before 5th Circ. Stay
Appliance parts maker Robertshaw sold the business to a group of its lenders this week, less than two hours before the Fifth Circuit entered an order staying the deal, marking a setback for Invesco, another lender that had objected to a Texas bankruptcy court's approval of the Chapter 11 asset sale.
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October 04, 2024
Judge Says Live Nation Case Runs Deeper Than Merger Pact
In refusing to transfer the government's monopolization case against Live Nation, a New York federal judge said the settlement allowing the company's 2010 merger with Ticketmaster dealt only with potential problems that existed at the time and has no bearing on the new claims.
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October 04, 2024
SPAC Scraps $238M Merger Plan With Debt Servicer
Special purpose acquisition company Everest Consolidator Acquisition Corp. has canceled its merger plans with consumer debt service Unifund Financial Technologies, saying there were breaches in the merger agreement that made closing impossible.
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October 04, 2024
Repeat Fraudster Guilty Of Scamming Ex-NBA Players
A Manhattan federal jury on Friday convicted a Georgia businessman and recidivist fraudster of conning former NBA players Dwight Howard and Chandler Parsons out of $8 million through the use of forged documents and other lies.
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October 04, 2024
Massumi & Consoli Adds Ex-Morgan Lewis Attorney In DC
An attorney with more than two decades of experience representing clients in transactions in the healthcare industry moved her practice this week to Massumi & Consoli's Washington, D.C., office after more than 13 years with Morgan Lewis & Bockius LLP.
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October 04, 2024
Experian To Acquire Brazil's ClearSale For $350M
Credit ratings agency Experian PLC said Friday that it has agreed to acquire Brazil-based digital fraud prevention company ClearSale SA for 1.90 billion Brazilian real ($350 million) to complement its existing identity and fraud business in the South American country.
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October 04, 2024
Taxation With Representation: Gibson Dunn, Weil, Simpson
In this week's Taxation with Representation, DirectTV buys EchoStar's video business for $10 billion, Marsh McLennan inks a $7.75 billion deal for McGriff Insurance, and PepsiCo closes a $1.2 billion deal to purchase Siete Foods.
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October 04, 2024
Thyssenkrupp, Tata Lose Fight Against EU Joint Venture Veto
Europe's highest court ruled Friday that the European Commission was right to block plans by Thyssenkrupp and Tata Steel to jointly acquire a steel products venture under the antitrust rules of the bloc.
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October 04, 2024
4 Firms Guide On $1.7B Coeur-SilverCrest Metals Merger
Chicago-based Coeur Mining Inc. said Friday it has agreed to buy Canada's SilverCrest Metals Inc. in an all-stock deal worth $1.7 billion, in a transaction steered by four law firms that will create a global silver mining leader with the addition of SilverCrest's key Mexico assets.
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October 03, 2024
Trump Media's COO Resigns As Stock Is Released To Investor
The parent of Donald Trump's social media platform had a busy Thursday, announcing that its chief operating officer has resigned and separately disclosing that it released nearly 800,000 shares to a backer of the vehicle that took Trump's entity public in connection with a court order.
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October 03, 2024
Del. Vice Chancellor Slams Fee Terms In Advancement Case
A Delaware vice chancellor balked Thursday at "success fee" terms in a fee advancement case that she suggested made the clients a "human shield" in litigation over attorney expenses in connection with a New Jersey legal malpractice case.
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October 03, 2024
Calif. AG Sues AHMC Healthcare To Resume ER Services
California Attorney General Rob Bonta has sued AHMC Healthcare in state court for allegedly suspending critical lifesaving services at its San Mateo County facilities for purported cosmetic repairs from storm damage and other renovations, which has inundated other hospitals in the community and forced patients to travel further for care.
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October 03, 2024
3rd Circ. Backs Added Payout For Late Royal Bank CEO
The Third Circuit on Thursday backed a lower court's decision that Royal Bank of America's retirement plan must add another $368,000 onto the roughly $4 million lump-sum payment already given to the financial institution's late former chief executive officer, calling the plan's arguments it need not pay that amount "nonsensical."
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October 03, 2024
Citibank Blunders May Warrant Breakup, Warren Tells OCC
Sen. Elizabeth Warren, D-Mass., urged the acting head of the Office of the Comptroller of the Currency on Thursday to impose growth restrictions on Citibank for becoming "too big to manage" and committing various blunders over the years, saying breaking up the fourth-largest bank in the U.S. may be appropriate if conditions don't improve.
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October 03, 2024
12 Lawyers Who Are The Future Of The Supreme Court Bar
One attorney hasn't lost a single U.S. Supreme Court case she's argued, or even a single justice's vote. One attorney is perhaps "the preeminent SCOTUS advocate." And one may soon become U.S. solicitor general, despite acknowledging there are "judges out there who don't like me." All three are among a dozen lawyers in the vanguard of the Supreme Court bar's next generation, poised to follow in the footsteps of the bar's current icons.
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October 03, 2024
Global M&A Hits Highest Q3 Dollar Volume Since 2021
The total value of global mergers and acquisitions in the third quarter of 2024 notched its highest level since the same period in 2021, and it was also the strongest quarter so far this year, according to data provided by Dealogic.
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October 03, 2024
Hecla Avoids Investor Suit Over $462M Gold Mine Buy
A gold mining operation secured the permanent dismissal of an investor suit alleging that $462 million in new mines the company bought in Nevada that were supposed to be lucrative turned out to be duds, with a New York federal judge finding the investors failed to plead any actionable false or misleading statements.
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October 03, 2024
Sens. Question If Payouts Taint Execs' Push For US Steel Deal
Two U.S. senators wrote to U.S. Steel's president and CEO on Wednesday seeking guarantees that a $72 million "golden parachute" deal wasn't driving the executive's willingness to support a $14.1 billion merger with Japanese steelmaker Nippon Steel.
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October 03, 2024
CVS Pushed To Unwind Aetna Megadeal, And Other Rumors
CVS is exploring strategic options that could break up the business, Kleenex's owner explores a sale at a potential $4 billion value, and Ares is in talks to buy 10% of the Miami Dolphins’ parent. Here, Law360 breaks down these and other notable deal rumors from the past week.
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October 03, 2024
King & Spalding RE Pro Rejoins Barnes & Thornburg In Dallas
Barnes & Thornburg LLP announced that a former partner has rejoined the firm's real estate department from King & Spalding LLP, adding that the returning attorney's practice centers on commercial real estate and real estate finance.
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October 03, 2024
Chancery Tosses Barry Diller From Match.com Class Suit
Media mogul Barry Diller escaped for a second time a Delaware Court of Chancery stockholder challenge to Match.com's $30 billion reverse spinoff from IAC Interactive, in a post-U.S. Supreme Court remand decision that also kept alive related, previously dismissed claims against five allegedly Diller-loyal "dual fiduciaries."
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October 03, 2024
Cole Schotz Adds Potter Anderson Corporate Partner In Del.
Cole Schotz PC has added a corporate member with 16 years of Delaware-focused corporate advisory and transactional experience.
Expert Analysis
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Dealmaker Lessons From CFIUS' New Enforcement Webpage
The Committee on Foreign Investment in the United States’ recently launched webpage, which details the actions — and inactions — that led to enforcement activity, provides important insights for dealmakers about filing requirements, mitigation commitments and the cost of noncompliance, say attorneys at Dechert.
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Presidents And Precedents May Direct Khan's Future Course
While the Sept. 25 technical expiration of Federal Trade Commission Chair Lina Khan's term demands no immediate action, it does invite an analysis of commission policy and post-election possibilities, says Axinn's Richard Dagen, a former FTC official.
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What To Expect From Calif. Bill Regulating PE In Healthcare
A California bill currently awaiting Gov. Gavin Newsom's approval, intended to increase oversight over private equity and hedge fund investments in healthcare, is emblematic of recent increased scrutiny of investments in the space, and may affect transactions and operations in California in a number of ways, say attorneys at Ropes & Gray.
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Why Now Is The Time For Law Firms To Hire Lateral Partners
Partner and associate mobility data from the second quarter of this year suggest that there's never been a better time in recent years for law firms to hire lateral candidates, particularly experienced partners — though this necessitates an understanding of potential red flags, say Julie Henson and Greg Hamman at Decipher Investigative Intelligence.
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Google And The Next Frontier Of Divestiture Antitrust Remedy
The possibility of a large-scale divestiture in the Google search case comes on the heels of recent requests of business breakups as remedies for anticompetitive conduct, and companies should prepare for the likelihood that courts may impose divestiture remedies in the event of a liability finding, say Lauren Weinstein and Nathaniel Rubin at MoloLamken.
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Considering Possible PR Risks Of Certain Legal Tactics
Disney and American Airlines recently abandoned certain litigation tactics in two lawsuits after fierce public backlash, illustrating why corporate counsel should consider the reputational implications of any legal strategy and partner with their communications teams to preempt public relations concerns, says Chris Gidez at G7 Reputation Advisory.
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3 M&A Elements To Master In A Volatile Economy
The current M&A market requires a strategic approach to earnouts, past-due accounts payable and employee retention in order to mitigate risk and drive successful outcomes, says Robert Harig at Robbins DiMonte.
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It's No Longer Enough For Firms To Be Trusted Advisers
Amid fierce competition for business, the transactional “trusted adviser” paradigm from which most firms operate is no longer sufficient — they should instead aim to become trusted partners with their most valuable clients, says Stuart Maister at Strategic Narrative.
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Del. Dispatch: Drafting Lessons For Earnout Provisions
The Delaware Court of Chancery's recent decision in Medal v. Beckett Collectibles provides guidance for avoiding ambiguity in provisions relating to the acceleration of earnout payments under specified circumstances, and provisions mandating good faith negotiations before bringing earnout litigation, say attorneys at Fried Frank.
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Tax Traps In Acquisitions Of Financially Distressed Targets
Excerpt from Practical Guidance
Parties to the acquisition of an insolvent or bankrupt company face myriad tax considerations, including limitations on using the distressed company's tax benefits, cancellation of indebtedness income, tax lien issues and potential tax reorganizations.
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New Lessons On Managing Earnout Provision Risks
Earnout provisions can be a useful tool for bridging valuation gaps in M&A, particularly in developmental-stage pharmaceutical transactions, but the Delaware Chancery Court’s recent decision in Shareholder Representative Services v. Alexion sheds new light on the inherent risks and best practices for managing them, say attorneys at Cleary.
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SBA Proposal Materially Alters Contractor Recertification
The Small Business Administration's new proposed rule on recertification affects eligibility for set-aside contracts, significantly alters the landscape for mergers and acquisitions in the government contracts industry, and could have other unintended downstream consequences, says Sam Finnerty at PilieroMazza.
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Navigating A Potpourri Of Possible Transparency Act Pitfalls
Despite the Financial Crimes Enforcement Network's continued release of guidance for complying with the Corporate Transparency Act, its interpretation remains in flux, making it important for companies to understand potentially problematic areas of ambiguity in the practical application of the law, say attorneys at Sidley.
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EU Merger Control Concerns Remain After ECJ Illumina Ruling
The recent European Court of Justice judgment in Illumina-Grail is a welcome check on the commission's power to review low-threshold transactions, but with uncertainty persisting under existing laws and discretion left to national regulators, many pitfalls in European Union merger control remain, says Matthew Hall at McGuireWoods.
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Increased IPOs In '24 Shows Importance Of Strategic Planning
Initial public offerings, debt issuances and M&A activity so far in 2024 have shown substantial increases over comparable periods in 2023, highlighting why counsel should educate clients on market trends and financing alternatives to proactively prepare them to be ready to take advantage of opportunities, say attorneys at Skadden.