Mergers & Acquisitions

  • April 10, 2024

    Class Attys Seek Big Payday For $100M Pattern Energy Deal

    Class attorneys are urging the Delaware Chancery Court to approve a $100 million settlement to end state and federal court litigation over Pattern Energy Group Inc.'s $6.1 billion go-private sale in 2020 and award them $26 million in fees for a deal they say is the largest of its kind in the Chancery's history.

  • April 10, 2024

    Past Violations To Get Close Eye With New Merger Filing Rules

    Changes proposed to Federal Trade Commission and U.S. Department of Justice merger reporting requirements would impose significant document submission obligations on merging parties, such as past violations of antitrust and labor law, practitioners and an agency deputy said Wednesday.

  • April 10, 2024

    Blackwells Unveils Takeover Plans For Hospitality REIT

    Blackwells Capital told Braemar Hotels & Resorts Inc. investors on Wednesday that its intention to take the reins of the real estate investment trust's board of directors is necessary to stop a manager from "milking" the company for all it's worth.

  • April 10, 2024

    Freshfields Guides EBay On Multipronged Trading Card Deal

    Freshfields Bruckhaus Deringer LLP is guiding eBay Inc. on new agreements with collectibles grading company Collectors that include eBay acquiring Collectors' Goldin auction house, in what the companies said Wednesday is an effort to streamline the trading card hobby in the U.S.

  • April 10, 2024

    Macy's, Activist Firm End Board Fight, Takeover Talks Proceed

    Macy's and activist investment firm Arkhouse Management Co. said Wednesday they have settled their proxy dispute by appointing two independent directors to the retailer's board, paving the way for further negotiations regarding a prior $6.6 billion acquisition proposal submitted by Arkhouse and Brigade Capital Management LP.

  • April 09, 2024

    'You're Going To Lose These People,' Judge Tells Lynch Atty

    U.S. District Judge Charles Breyer on Tuesday chided a Steptoe partner representing former Autonomy CEO Michael Lynch in his criminal fraud jury trial, saying that his hourslong questioning of a Deloitte partner shouldn't go on much longer, or "you're going to lose these people."

  • April 09, 2024

    Nikola Investors' SPAC Fraud Suit Moves Ahead

    Board directors of electric truck maker Nikola Corp. and the blank-check company that took it public for $3.3 billion in 2020 must face shareholders' derivative claims of insider trading, securities fraud and merger-related breaches after Delaware's Court of Chancery on Tuesday denied more than half of the defense's motions to dismiss.

  • April 09, 2024

    Trump Media Co-Founders OK'd To Revise Share-Lockup Suit

    Two co-founders of Donald Trump's social media company won the go-ahead Tuesday to file a second amended, expanded complaint in the Delaware Chancery Court targeting the former president, Trump Media & Technology Group and its insiders for post-deal maneuvering to dilute and claw back their shares, among other claims.

  • April 09, 2024

    How Imminent Is 'Imminent,' Judge Asks In Supply Chain Fight

    A Colorado federal judge asked an auto parts supplier Tuesday how quickly a Michigan company's alleged violation of an exclusivity deal would have tangible effects, as he considered temporarily stopping the Michigan firm from using other suppliers.

  • April 09, 2024

    FTC Pressures Global Partners, Gulf Oil Into Reducing Deal

    The Federal Trade Commission took credit Tuesday for raising antitrust concerns spurring the late-February reduction of Global Partners LP's purchase of Northeast U.S. gas terminals from Gulf Oil, cut from five terminals with a $273 million price tag to four terminals and a $212.3 million payment.

  • April 09, 2024

    Tech M&A Reigns Supreme In Q1 After Rare Hiccup In Q4

    The technology sector logged the greatest total value of global mergers and acquisitions in the first quarter of 2024, following a rare quarter that saw the industry fall out of the top spot and into third place, data from Dealogic shows.

  • April 09, 2024

    Fintech Investment Biz To Go Public Via $700M SPAC Merger

    Financial technology investment platform Linqto Inc., advised by Lowenstein Sandler LLP, on Tuesday unveiled plans to go public through a merger with blank-check company Blockchain Coinvestors Acquisition Corp. I, advised by Seward & Kissel LLP, in a deal valued at $700 million.

  • April 09, 2024

    TD Bank Wants 'Absurd' First Horizon Merger Suit Tossed

    TD Bank has urged a New Jersey federal judge to dismiss a proposed class action from investors over the bank's failed merger with First Horizon, saying the investors can't sue because the deal never closed and the suit's asserted scienter claim "defies commonsense."

  • April 09, 2024

    Macy's Sued In Del. To Block 'Dead Hand' Buyout Defense

    A Macy's Inc. pension fund stockholder has sued for a Delaware Court of Chancery order barring the retailer from holding its May 17 annual meeting or impeding a board proxy contest launched by two investor funds after a hostile response to their company takeover offer.

  • April 09, 2024

    ArentFox Schiff Bets On Auto Sector With 4 Boston Partners

    ArentFox Schiff LLP has brought on four partners from midsize Boston firm Burns & Levinson LLP who specialize in representing the automotive industry, according to a Tuesday announcement by the firm.

  • April 09, 2024

    New Relic Shareholder Sues To Force Open Corp. Books

    Another shareholder of web analytics firm New Relic Inc. has sued in Delaware's Court of Chancery for corporate records related to the company's $6.5 billion, $87-per-share buyout by private equity firms Francisco Partners and TPG, the latest in a string of shareholder suits seeking records on the deal.

  • April 09, 2024

    Blue Owl Targets Real Estate Finance After $170M Prima Buy

    Asset manager Blue Owl Capital Inc. on Tuesday unveiled plans to launch a real estate finance strategy following its $170 million purchase of real estate lender Prima Capital Advisors in a deal crafted by three firms, marking the firm's second acquisition in two weeks meant to broaden its service offerings.

  • April 09, 2024

    Paul Hastings-Led STG Makes £147M Offer For Software Co.

    Gresham Technologies PLC said on Tuesday it has agreed to an offer from U.S. private equity firm STG Partners LLC to buy the software business for £146.7 million ($185.6 million).

  • April 09, 2024

    HSBC To Take $1B Hit From Sale Of Argentina Unit

    HSBC said Tuesday that it will book a $1 billion loss on the sale of its business in Argentina to local lender Grupo Financiero Galicia, as the London-based bank continues to shift its focus to Asia.

  • April 08, 2024

    Ex-Autonomy Exec Says Boss's Invoice Ask Caused Concern

    A former Autonomy finance employee took the stand Monday in the criminal fraud trial of ex-CEO Michael Lynch and finance director Stephen Chamberlain, telling a California federal jury that he was "not comfortable" with one of Chamberlain's invoice requests and was sacked after raising concerns about accounting irregularities.

  • April 08, 2024

    Gamers Can't Block Microsoft From 'Dismantling' Activison

    A California federal judge on Monday refused to block Microsoft from further integrating Activision Blizzard into its business after it acquired the gaming titan last year, saying the gamers who are still challenging the union between the companies have a similar motion pending before the Ninth Circuit.

  • April 08, 2024

    3 Firms To Lead Weber Investor Suit Over $3.7B PE Buyout

    Prickett Jones & Elliot, Grant & Eisenhofer PA, and Kessler Topaz Meltzer & Check will together represent a proposed class of investors in grill maker Weber Inc. in consolidated litigation in Delaware's Court of Chancery over a $3.7 billion squeeze-out by private equity firm BDT Capital Partners LLC, Chancellor Kathaleen St. Jude McCormick decided on Monday in what she described as a "close call."

  • April 08, 2024

    SEC 'Shadow Trading' Victory Could Bring DOJ Knocking

    Now that the U.S. Securities and Exchange Commission has convinced a jury that a pharmaceutical executive committed insider trading by purchasing a competitor's stock in a practice often referred to as "shadow trading," attorneys say federal prosecutors might be tempted to dip their toe into the waters of the previously untested legal theory.

  • April 08, 2024

    FTC's Slaughter Defends International Cooperation

    Several federal agency leaders said Monday they are working across the government to help boost competition, as Federal Trade Commissioner Rebecca Kelly Slaughter touted the importance of cooperation on competition issues at home and abroad.

  • April 08, 2024

    Southwest Gas Unit Centuri Eyes Spinoff Through $242M IPO

    Southwest Gas Holdings Inc.'s infrastructure services unit Centuri Holdings Inc. on Monday unveiled terms for an estimated $242 million initial public offering that would lead to Centuri becoming a standalone public company, represented by Morrison Foerster LLP and underwriters' counsel Skadden Arps Slate Meagher & Flom LLP.

Expert Analysis

  • Understanding Insurance Is Key To Limiting Antitrust Liability

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    As regulators signal their intent to continue last year's aggressive campaign of corporate antitrust litigation, businesses must make active management of their liability insurance policies, along with a firm knowledge of the limits of their coverage, central to their strategies for limiting the enormous financial risks of enforcement, say attorneys at Nossaman.

  • What FTC's 'Killer Acquisition' Theory Means For Pharma Cos.

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    The Federal Trade Commission's recent lawsuit to block Sanofi's acquisition of a pharmaceutical treatment developed by Maze Therapeutics builds on previous enforcement actions and could indicate the agency's growing willingness to use its so-called killer acquisition theory against perceived attempts to eliminate nascent competition, say attorneys at Morgan Lewis.

  • Series

    Skiing Makes Me A Better Lawyer

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    A lifetime of skiing has helped me develop important professional skills, and taught me that embracing challenges with a spirit of adventure can allow lawyers to push boundaries, expand their capabilities and ultimately excel in their careers, says Andrea Przybysz at Tucker Ellis.

  • Think Like A Lawyer: Forget Everything You Know About IRAC

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    The mode of legal reasoning most students learn in law school, often called “Issue, Rule, Application, Conclusion,” or IRAC, erroneously frames analysis as a separate, discrete step, resulting in disorganized briefs and untold obfuscation — but the fix is pretty simple, says Luke Andrews at Poole Huffman.

  • How Advance Notice Bylaws Are Faring In Del. Courts

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    Recent decisions make it clear that the Delaware Chancery Court is carefully reviewing public companies' amended advance notice bylaws in order to balance the competing interests of boards and shareholders, and will likely strike down bylaws that improperly interfere with stockholder franchises, say attorneys at Olshan Frome.

  • How New EU Tax And Transfer Pricing Rules May Affect M&A

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    Companies involved in mergers and acquisitions may need to adjust fiscal due diligence procedures to ensure they consider potential far-reaching effects of newly implemented transfer pricing measures, such as newly implemented global minimum tax and European Union anti-tax avoidance directives and proposals, says Patrick Tijhuis at BDO.

  • Strategies For Single-Member Special Litigation Committees

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    The Delaware Supreme Court's recent order in the Baker Hughes derivative litigation allowing testimony from a single-member special litigation committee highlights the fact that, while single-member SLCs are subject to heightened scrutiny, they can also provide unique opportunities, says Josh Bloom at MoloLamken.

  • Lessons For D&O Policyholders From Pharma Co. Ruling

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    A California federal court's recent decision in AmTrust v. 180 Life Sciences, requiring insurers to advance defense costs for a potentially covered claim, provides a valuable road map for directors and officers insurance policyholders, rebutting the common presumption that a D&O insurer's duty to advance costs is more limited than under other policies, say attorneys at Pasich.

  • How Firms Can Ensure Associate Gender Parity Lasts

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    Among associates, women now outnumber men for the first time, but progress toward gender equality at the top of the legal profession remains glacially slow, and firms must implement time-tested solutions to ensure associates’ gender parity lasts throughout their careers, say Kelly Culhane and Nicole Joseph at Culhane Meadows.

  • 7 Common Myths About Lateral Partner Moves

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    As lateral recruiting remains a key factor for law firm growth, partners considering a lateral move should be aware of a few commonly held myths — some of which contain a kernel of truth, and some of which are flat out wrong, says Dave Maurer at Major Lindsey.

  • 5 Tips For Policyholders Arbitrating R&W Insurance Claims

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    With more representations and warranties insurance disputes being arbitrated, policyholder counsel should note issues that are unique to RWI claims, including those of privilege, priority and preserving subrogation, says Micah Skidmore at Haynes Boone. 

  • Series

    Cheering In The NFL Makes Me A Better Lawyer

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    Balancing my time between a BigLaw career and my role as an NFL cheerleader has taught me that pursuing your passions outside of work is not a distraction, but rather an opportunity to harness important skills that can positively affect how you approach work and view success in your career, says Rachel Schuster at Sheppard Mullin.

  • What To Know About OCC Proposals For Bank Merger Review

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    The Office of the Comptroller of the Currency's proposed changes to the agency's bank merger review process could exacerbate industry concerns with long and unpredictable processing periods because the proposal is ambiguous with respect to how the OCC will view certain transactions, say attorneys at Simpson Thacher.

  • 6 Pointers For Attys To Build Trust, Credibility On Social Media

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    In an era of information overload, attorneys can use social media strategically — from making infographics to leveraging targeted advertising — to cut through the noise and establish a reputation among current and potential clients, says Marly Broudie at SocialEyes Communications.

  • 9 Considerations For Divestitures, Carveouts And Spinouts

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    Amid new economic optimism, data protection, transitional services and seven other considerations can help legal practitioners untangle complex divestitures, carveouts and spinouts to unlock value for corporate sellers, say Kimberly Petillo-Décossard and Kristen Rohr at White & Case.

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