Mergers & Acquisitions

  • February 08, 2024

    EU Updates Longstanding Guidance On Defining Markets

    Europe's competition enforcer released new guidance on Thursday for how the agency views the markets at issue when assessing merger and antitrust conduct cases, the first update to the policy since its adoption more than two decades ago.

  • February 08, 2024

    Investors Sue In Del. For Cartesian Therapeutics Vote Hold

    Stockholders of early-stage biotech venture Cartesian Therapeutics Inc. sought a Delaware Court of Chancery order Wednesday to enjoin a meeting on a planned post-merger stock conversion and reverse split, pending additional disclosures on equity valuations.

  • February 08, 2024

    Investor Denies Making Yacht Buy To Hide Truth Social Gains

    A Florida venture capitalist on Thursday denied laundering insider-trading proceeds via the purchase of a $14.7 million yacht, after prosecutors alleged in Manhattan federal court that he illegally profited from a secret plan to take Donald Trump's Truth Social company public.

  • February 08, 2024

    Fund Sells $3B In Oil Biz Shares Over Slow Climate Action

    One of the Netherlands' largest pension funds has sold all its shares in companies including BP, Shell and TotalEnergies for a total of roughly €2.8 billion ($3 billion), saying Thursday that the oil and gas giants have failed to move away from fossil fuels quickly enough.

  • February 08, 2024

    Aurora Cannabis Buys No. 2 Australian Medical Pot Co.

    Aurora Cannabis Inc. said Thursday it has purchased the remaining roughly 90% equity interest of MedReleaf Australia that it doesn't already own at an enterprise value of AU$50 million ($32.5 million), in a cash and stock deal that the Canadian pot company said makes it the "largest global medical cannabis company operating in nationally legal markets."

  • February 08, 2024

    Leveraged Finance Partner Duo Joins DLA Piper In NY

    DLA Piper announced that it hired a pair of experienced New York-based attorneys from Shearman & Sterling LLP as partners in its leveraged finance practice group.

  • February 08, 2024

    Oracle Stockholders Lose Bid For $5M 'Mootness' Fee

    The Delaware Chancery Court has denied a $5 million attorney fee request by Oracle stockholders who lost a lawsuit that alleged the software giant overpaid for its $9.3 billion acquisition of Netsuite, rejecting the investors' contention that they deserve an award for prompting the company to appoint two new independent directors.

  • February 08, 2024

    Deals Rumor Mill: Club Med, Galderma, Sierra Space

    China’s Fosun is exploring a Club Med minority-stake sale, Galderma's IPO could yield a $20 billion value, and Sierra Space Corp. is making its own IPO plans. Here, Law360 breaks down the notable deal rumors from the past week.

  • February 08, 2024

    4 Firms Construct Cybersecurity Merger Creating $7B Biz

    Artificial intelligence-powered data security and management company Cohesity announced plans Thursday to merge with cybersecurity company Veritas' data protection business to create a combined company valued at $7 billion in a deal built by four firms.

  • February 08, 2024

    UK Provisionally Clears Whirlpool, Arcelik Appliances Merger

    The antitrust authority of the U.K. on Thursday provisionally cleared Whirlpool Corp.'s plan to merge its European domestic appliance business with Arcelik AS' that will create a giant company with expected combined sales of €6 billion ($6.3 billion).

  • February 08, 2024

    McDermott Hires Venable's Growth Companies Leader In DC

    McDermott Will & Emery LLP has hired the former head of Venable LLP's growth companies practice as a partner in its transactions practice group.

  • February 08, 2024

    Aviva's £460M AIG Life UK Takeover Gets Competition Probe

    The Competition and Markets Authority said on Thursday it has launched an investigation into Aviva PLC's planned all-cash acquisition of the U.K. protection business of AIG Life Ltd. for £460 million ($580 million).

  • February 07, 2024

    Skadden, Wilson Sonsini Steer Disney's $1.5B Epic Investment

    The Walt Disney Co., represented by Skadden Arps Slate Meagher & Flom LLP, and Epic Games, guided by Wilson Sonsini Goodrich & Rosati PC, announced Wednesday that they will collaborate on an "all-new games and entertainment universe," with Disney investing $1.5 billion to acquire an equity stake in the "Fortnite" maker.

  • February 07, 2024

    ​​​​​​​Full Del. High Court Asked To Revive $1.2B Crypto Merger

    Cryptocurrency wallet provider BitGo deserves the chance to go to trial with digital assets firm Galaxy Digital over their broken $1.2 billion merger because the dispute involves complex questions of administrative, agency and securities laws, as well as regulatory guidance, BitGo told Delaware's highest court Wednesday.

  • February 07, 2024

    NGL Deal Adviser Urges Del. Justices To Uphold $36M Verdict

    An attorney for LCT Capital told Delaware's Supreme Court on Wednesday that a $36 million Delaware jury verdict favoring the institutional broker-adviser in a merger services dispute with NGL Energy Partners should carry "enormous" weight on its second appeal despite client protests.

  • February 07, 2024

    Lottery.com Beats Investor Suit Over Pre-IPO Disclosures

    A New York federal judge has dismissed consolidated securities class actions against third-party lottery website Lottery.com Inc., ruling that while some statements ahead of its 2021 initial public offering were false, the proposed class members failed to adequately allege the defendants intended to defraud investors.

  • February 07, 2024

    Matterport Stockholders Say Officials Wrongly Cashed $225M

    Shareholders of 3D model maker Matterport Inc. accused top company officials in Delaware Chancery Court of self-dealing by paying themselves performance rewards following a 2021 merger, even though the company hadn't met benchmarks to allow them to cash out $225 million in shares.

  • February 07, 2024

    Aera Energy Valued At $2.1B In California Resources Merger

    California Resources Corp. on Wednesday agreed to buy oil and gas producer company Aera Energy at a $2.1 billion valuation, in a deal the companies say will create California's top oil and gas producer, led by Sullivan & Cromwell LLP and Latham & Watkins LLP, respectively.

  • February 07, 2024

    With PE Exits Set To Surge, Buyers Must Act Quickly, Wisely

    Private equity exits are expected to rebound this year after a decade low in 2023, as investment time horizons expire and investors demand returns, but strategic buyers will need to act quickly and keep a finger on the market's pulse as competition heats up.

  • February 07, 2024

    FTC Says Layoff Shows Microsoft Will Control Activision

    The Federal Trade Commission, which is appealing a district court's refusal to block the $68.7 billion acquisition of Activision Blizzard, told the Ninth Circuit on Wednesday that a plan to lay off 1,900 video game workers undercuts assertions of an independent post-deal Activision.

  • February 07, 2024

    Insurer's Suit Over Class Action Coverage Early, Covisint Says

    An insurer's lawsuit seeking to dodge coverage for an underlying shareholder class action alleging an unfair merger should be dismissed, former Covisint executives told a Michigan federal court, saying the issue of coverage is not ripe for dispute.

  • February 07, 2024

    Australian Energy Cos. Woodside, Santos Cancel Merger Talks

    Australian energy companies Woodside and Santos said Wednesday that they had called off talks to merge, ending for now the possibility of forming a $52 billion energy giant by combining the companies.

  • February 07, 2024

    Pinsent Masons Guides Redx In $880M Cancer Drug Sale

    Biotechnology company Redx Pharma PLC on Wednesday said that it has agreed to sell global rights for further development of a cancer-fighting program to Jazz Pharmaceuticals PLC for up to $880 million in a deal guided by Pinsent Masons LLP.

  • February 07, 2024

    Linklaters, Slaughter & May Guide £2.5B UK Builders' Merger

    Barratt Developments PLC said on Wednesday that it will acquire Redrow PLC in an all-share offer that values the rival homebuilder at £2.5 billion ($3.2 billion) in a move it said will accelerate the construction of homes in Britain.

  • February 06, 2024

    AI Image Co. Hit With $14.1M Verdict Over Lowball Buyout

    A California federal jury returned a $14.1 million verdict Monday in favor of investors alleging AI-imaging software company ArcSoft and its billionaire CEO duped them into selling their shares for less than they were worth by hiding information about the business's success, its move to China and its eventual IPO.

Expert Analysis

  • Finding Focus: Strategies For Attorneys With ADHD

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    Given the prevalence of ADHD among attorneys, it is imperative that the legal community gain a better understanding of how ADHD affects well-being, and that resources and strategies exist for attorneys with this disability to manage their symptoms and achieve success, say Casey Dixon at Dixon Life Coaching and Krista Larson at Stinson.

  • How 'Safe Harbor' Policy Will Modify M&A Processes

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    Legal practitioners should be aware that the Justice Department's "safe harbor" immunity will change the typical M&A process significantly as acquirers start embedding fraud detection into their due diligence, including a broader scope of examinations and interviews, says Jesse Silvertown at The Ledge.

  • Earnout Contract Considerations After NC Good Faith Ruling

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    The North Carolina Supreme Court's recent Value Health Solutions v. Pharmaceutical Research decision, holding the implied covenant of good faith and fair dealing did not apply in an earnout dispute related to an asset sale, demonstrates the need for practitioners to pay careful attention to milestone concepts in M&A transactions, says Benjamin Hicks at Wagner Hicks.

  • M&A Ruling Buoys Loss Calculation Method, R&W Insurance

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    The recent Southern District of New York decision in Taylor Precision Products v. Larimer affirms the use of EBITDA as a basis to quantify loss, highlighting the potential shortcomings of a traditional seller indemnity compared to representation and warranty insurance, say Mark Schwartz at Lockton, and William O’Neil and Gretchen Scavo at Winston & Strawn.

  • Build Or Buy: Assessing Options For Starting A New Bank

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    Attorneys at Nelson Mullins evaluate key considerations for deciding whether to charter a new bank or purchase an existing one to implement a new business plan, as depressed stock prices, high-profile failures and regulatory stagnation create headwinds for new banks.

  • Opinion

    Courts Shouldn't Credit Allegations From Short-Seller Reports

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    Securities class actions against public companies can extend for years and lead to significant settlements, so courts should not allow such cases with allegations wholly reliant on reports by short-sellers, who have an economic interest in seeing a company's stock price decline, to proceed past the motion to dismiss stage, says Richard Zelichov at DLA Piper.

  • Unlocking Value In Carve-Out M&A Transactions

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    Some of the largest mergers and acquisitions in 2023 were carve-out transactions, and despite their unique intricacies and challenges, these transactions offer both buyers and sellers the opportunity to generate outsized returns in an otherwise vigorously competitive landscape, when carefully planned and diligently executed, say Kevin Crews and Rami Totari at Kirkland.

  • Attorneys, Law Schools Must Adapt To New Era Of Evidence

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    Technological advancements mean more direct evidence is being created than ever before, and attorneys as well as law schools must modify their methods to account for new challenges in how this evidence is collected and used to try cases, says Reuben Guttman at Guttman Buschner.

  • Biden Admin's M&A Rhetoric Outpaces Enforcement Numbers

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    Despite the Biden administration's rhetoric about the need to reinvigorate antitrust efforts, merger enforcement actions by the Federal Trade Commission and the U.S. Department of Justice Antitrust Division are at 20-year lows, with the agencies opting for deterrence instead, says Ryan Quillian at Covington.

  • Tips For Litigating Against Pro Se Parties In Complex Disputes

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    Litigating against self-represented parties in complex cases can pose unique challenges for attorneys, but for the most part, it requires the same skills that are useful in other cases — from documenting everything to understanding one’s ethical duties, says Bryan Ketroser at Alto Litigation.

  • Del. Dispatch: Lessons From Failed ETE-Williams Merger

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    Attorneys at Fried Frank delve into the Delaware Supreme Court's recent decision in Energy Transfer v. Williams to highlight the major monetary consequences of a failed merger, and show why merger agreement drafting and factual context are of utmost importance.

  • 5 Ways To Leverage Recent DOJ 'Safe Harbor' M&A Policy

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    Companies can take a series of practical steps both before and after closing to gain maximum advantage from the recently announced U.S. Department of Justice merger and acquisition safe harbor policy and minimize enforcement risk, say Jonny Frank and Jeremy Hirsch at StoneTurn.

  • Pro Bono Work Is Powerful Self-Help For Attorneys

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    Oct. 22-28 is Pro Bono Week, serving as a useful reminder that offering free legal help to the public can help attorneys expand their legal toolbox, forge community relationships and create human connections, despite the challenges of this kind of work, says Orlando Lopez at Culhane Meadows.

  • Avoiding Bribery, Corruption And Sanctions Risks In Int'l M&A

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    Given the evolving merger and acquisition landscape — as evidenced by the Justice Department’s recently announced safe harbor policy — acquirers conducting international transactions must build bribery, anti-corruption and sanctions risk considerations squarely into their due diligence processes, say Brian Markley and Jennifer Potts at Cahill Gordon.

  • Series

    Playing In A Rock Cover Band Makes Me A Better Lawyer

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    Performing in a classic rock cover band has driven me to hone several skills — including focus, organization and networking — that have benefited my professional development, demonstrating that taking time to follow your muse outside of work can be a boon to your career, says Michael Gambro at Cadwalader.

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