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Mergers & Acquisitions
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December 08, 2023
Nikola Investors Fight Call For Del. SPAC Fraud Suit Toss
Five attorney teams pressed Friday for dismissal of most of the derivative claims in a Delaware Court of Chancery stockholder lawsuit seeking damages from Nikola Corp., its directors, officers and an adviser in the wake of the hydrogen- and battery-powered truck manufacturer's fraud-tainted, $3.3 billion take-public deal.
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December 08, 2023
Ex-Lumentum Exec Gets 2 Years, Stiff Fine In Insider Case
A Manhattan federal judge sentenced a former Lumentum Holdings Inc. executive Friday to two years in prison and slapped him with a $975,000 fine for feeding friends information about the company's merger plans to generate $5.2 million of insider-trading profit.
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December 08, 2023
FTC Wants More Info On Chevron's $53B Hess Deal
The Federal Trade Commission has deepened its probe of a second megadeal in the oil and gas industry, asking for more information about Chevron's planned $53 billion purchase of Hess Corp., the companies said Friday.
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December 08, 2023
J&J Hit With Suit Over Stelara Exclusivity
A group of Blue Cross and Blue Shield licensees has filed a lawsuit in Virginia federal court claiming Johnson & Johnson has been trying to stifle competition in the market for the immunosuppressive drug Stelara, saying it defrauded federal patent officials.
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December 08, 2023
Former Norton Rose, FTC Atty Joins Davis Wright In NY
A veteran antitrust litigator and former Federal Trade Commission attorney has jumped from Norton Rose Fulbright to the New York City office of Davis Wright Tremaine LLP after five years with his previous firm.
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December 08, 2023
LyondellBasell, INEOS Cut $700M Deal For Ethylene Oxide Biz
Houston-based LyondellBasell has agreed to sell its ethylene oxide business along with the unit's production facility in Bayport, Texas, to U.K.-based chemical producer INEOS for $700 million, the companies said in statements Friday.
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December 08, 2023
UK Litigation Roundup: Here's What You Missed In London
The past week in London has seen Tesla drive patent proceedings against technology company InterDigital, Genesis band members say That's (not) All in a breach of contract claim against Virgin Records, and betting giant Entain play its hand in a claim over its acquisition of BetCity last year. Here, Law360 looks at these and other new claims in the U.K.
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December 08, 2023
NY Marketing Firm Hits Ch. 11 With $72M Debt, Sale Plans
Marketing firm Troika Media Group has filed for Chapter 11 protection in New York with nearly $72 million in debt and plans for a stalking horse sale to a secured lender.
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December 08, 2023
No Shortage Of Action For Energy Deal-Makers In 2023
A fresh wave of oil and gas industry consolidation, stiff macroeconomic headwinds for renewable energy development and the Inflation Reduction Act's growing influence are just some of the highlights of what's been an eventful 2023 for energy sector deal-makers. Here are the transactional trends that stood out to energy attorneys this year, as well as how they expect those trends to carry over into next year.
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December 08, 2023
Carrier Inks $5B Deal To Sell Security Biz To Honeywell
Carrier Global Corp. agreed to sell its security business, Global Access Solutions, to Honeywell at an enterprise value of $4.95 billion, the companies said in separate statements Friday.
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December 08, 2023
Microsoft Faces UK Antitrust Probe Over OpenAI Board Seat
The U.K. antitrust authority said Friday that it is reviewing whether the decision by Microsoft to take a seat on OpenAI's board could lead to competition concerns if it results in the tech giant gaining material influence over the ChatGPT developer.
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December 07, 2023
E-Commerce Co. Nogin Can Access $19.2M Of DIP Funds
E-commerce technology provider Nogin Inc. will be able to tap into $19.23 million of debtor-in-possession funds, after a Delaware bankruptcy judge on Thursday gave initial approval to its Chapter 11 DIP package.
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December 07, 2023
EV Co.'s SPAC Suit Gets Initial OK For $1.9M Settlement
A Colorado federal judge has granted initial approval to a $1.9 million settlement of a shareholder derivative suit on behalf of commercial electric vehicle company Lightning eMotors that alleged its executives and directors made false and misleading claims about the company's future production capacity and potential revenue.
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December 07, 2023
Online Trader's Go-Public Plans Fail As SPAC Merger Fizzles
Canadian special purpose acquisition company FG Acquisition Corp. and online trading platform ThinkMarkets mutually agreed to terminate their merger plans on Thursday, prompting FG to pursue another acquisition while ThinkMarkets will consider other ways to raise capital.
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December 07, 2023
Real Estate Rumors: Turgay Ciner, 1909, Pella
Billionaire Turgay Ciner has reportedly listed a New York City residence for $15.5 million, co-working firm 1909 is said to be leasing 9,000 square feet in Florida, and Pella Corp. has reportedly paid $45 million for a Florida window and door manufacturer's headquarters.
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December 07, 2023
US Trustee Wants 3rd Party Release Opt-Outs In IronNet Ch. 11
The Office of the U.S. Trustee on Thursday objected to the Chapter 11 plan of bankrupt cybersecurity venture IronNet Inc., saying it needs to allow both voting and non-voting creditors to opt out of third-party releases.
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December 07, 2023
DLA Piper, Kirkland Rep As PE Firm Buys Soccer Club Stake
Kirkland & Ellis LLP-advised Arctos Partners announced Thursday that it has snagged a minority stake in French football club Paris Saint-Germain as part of a partnership with club owner Qatar Sports Investments, led by DLA Piper LLP, in a deal that a person familiar with the matter confirmed values the team at more than €4 billion ($4.32 billion).
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December 07, 2023
Ex-Stroock M&A Duo Joins Cahill Gordon In NY
Cahill Gordon & Reindel LLP announced the hire of two experienced mergers and acquisitions attorneys from Stroock Stroock & Lavan LLP as New York-based partners in the firm's M&A and corporate advisory practice group.
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December 07, 2023
Investor Demands TechPrecision Disclose Info On Votaw Buy
TechPrecision Corp. investor Wynnefield Capital has demanded that the company hold a public conference call to explain its rationale for purchasing Votaw Precision Technologies Inc. and detail how it would finance the "huge acquisition" of a company "more than twice its size," according to an open letter Wynnefield sent to TechPrecision's board of directors Thursday.
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December 07, 2023
American Tells 1st Circ. JetBlue Ruling 'Flouts' Antitrust Law
American Airlines has said a Boston federal judge was wrong to strike down its since-nixed Northeast Alliance partnership with JetBlue, telling the First Circuit the decision was "infected" with a fundamental misunderstanding of antitrust law and a twisted view of "what 'competition' means."
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December 07, 2023
2 Australian Petro Cos. In Talks To Merge To Form $52B Giant
Australian energy company Woodside confirmed Thursday that it is in talks with peer Santos Ltd. for a potential merger that could result in the formation of an approximately $52 billion energy giant, as energy companies continue to consolidate around the globe.
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December 07, 2023
Deals Rumor Mill: Panera Bread, Neiman Marcus, Hahn & Co.
Panera Bread has filed confidential paperwork for a U.S. IPO that’s expected to happen in 2024, Neiman Marcus rejected the latest takeover offer from Saks Fifth Avenue, and South Korea’s Hahn & Co. may sell its majority stake in a $10 billion shipping business. Here, Law360 breaks down these and other notable deal rumors from the past week.
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December 07, 2023
Cellphone Co. To Settle Investor's Revived Suit
Cellphone refurbisher Harvestar Solutions has reached a settlement with a minority shareholder who accused the company's controlling shareholder of self-dealing, according to a Thursday court filing that came days after a Manhattan federal judge said the suit should proceed.
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December 07, 2023
Simpson Thacher Guides KKR On £1.3B Smart Meter Biz Deal
U.S. investment giant KKR said Thursday that it plans to take Smart Metering Systems, a British energy infrastructure company, private in a £1.3 billion ($1.6 billion) cash deal, adding to the list of businesses leaving the London market.
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December 06, 2023
SEC's Climate Proposal Leads Rules Lined Up For 2024 Votes
The U.S. Securities and Exchange Commission on Wednesday outlined its regulatory priorities for 2024, revealing that a long-awaited vote on climate disclosures could happen by April, alongside many new proposals that may be unveiled next year.
Editor's Picks
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UK Enforcers Say Cargo Equipment Deal Raises Concerns
The planned merger of Finnish cargo handling equipment outfits Cargotec Corp. and Konecranes PLC faces increasing scrutiny across the globe, as U.K. enforcers raised concerns about competition for a number of different products for port services.
Expert Analysis
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What Banks Should Know About FDIC Assessment Rule
Max Bonici at Venable answers questions banking organizations may have about the Federal Deposit Insurance Corp.'s recent approval of a rule implementing a special assessment on banks to recoup costs associated with protecting uninsured depositors after the bank failures earlier this year, and highlights other considerations for uninsured deposits.
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Series
Performing Music Makes Me A Better Lawyer
The discipline of performing live music has directly and positively influenced my effectiveness as a litigator — serving as a reminder that practice, intuition and team building are all important elements of a successful law practice, says Jeff Wakolbinger at Bryan Cave.
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EU Rejection Of Booking.com Deal Veers From Past Practice
The European Commission's recent prohibition of Booking's purchase of Etraveli based on ecosystem theories of harm reveals a lower bar for prohibiting nonhorizontal mergers, and may mean increased merger scrutiny for companies with entrenched market positions in digital markets, say lawyers at Linklaters.
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Breaking Down High Court's New Code Of Conduct
The U.S. Supreme Court recently adopted its first-ever code of conduct, and counsel will need to work closely with clients in navigating its provisions, from gift-giving to recusal bids, say Phillip Gordon and Mateo Forero at Holtzman Vogel.
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Mitigating Antitrust Risk Amid Increased Dealmaking Scrutiny
While deals continue to get done despite 60% of significant merger investigations in the U.S. last year concluding with a complaint or abandoned transaction, private equity firms should identify and assess potential antitrust risks and develop strategies to mitigate them early in the deal process, say attorneys at Dechert.
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Opinion
Legal Profession Gender Parity Requires Equal Parental Leave
To truly foster equity in the legal profession and to promote attorney retention, workplaces need to better support all parents, regardless of gender — starting by offering equal and robust parental leave to both birthing and non-birthing parents, says Ali Spindler at Irwin Fritchie.
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Opinion
Activist Short-Sellers Are The Dark Knights Of Wall Street
While so-called activist short-sellers have been subject to increased scrutiny in recent years, these investors work in the shadows like Batman to expose fraud on Wall Street, often generating leads that may move regulators to take action, say attorneys at Labaton Sucharow.
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Series
Writing Thriller Novels Makes Me A Better Lawyer
Authoring several thriller novels has enriched my work by providing a fresh perspective on my privacy practice, expanding my knowledge, and keeping me alert to the next wave of issues in an increasingly complex space — a reminder to all lawyers that extracurricular activities can help sharpen professional instincts, says Reece Hirsch at Morgan Lewis.
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What Lawyers Must Know About Calif. State Bar's AI Guidance
Initial recommendations from the State Bar of California regarding use of generative artificial intelligence by lawyers have the potential to become a useful set of guidelines in the industry, covering confidentiality, supervision and training, communications, discrimination and more, say attorneys at Debevoise.
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Industry Must Elevate Native American Women Attys' Stories
The American Bar Association's recent research study into Native American women attorneys' experiences in the legal industry reveals the glacial pace of progress, and should inform efforts to amplify Native voices in the field, says Mary Smith, president of the ABA.
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Understanding Discovery Obligations In Era Of Generative AI
Excerpt from Practical Guidance
Attorneys and businesses must adapt to the unique discovery challenges presented by generative artificial intelligence, such as chatbot content and prompts, while upholding the principles of fairness, transparency and compliance with legal obligations in federal civil litigation, say attorneys at King & Spalding.
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The Case For Post-Bar Clerk Training Programs At Law Firms
In today's competitive legal hiring market, an intentionally designed training program for law school graduates awaiting bar admission can be an effective way of creating a pipeline of qualified candidates, says Brent Daub at Gilson Daub.
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Attorneys Have An Ethical Duty To Protect The Judiciary
The tenor of public disagreement and debate has become increasingly hostile against judges, and though the legislative branch is trying to ameliorate this safety gap, lawyers have a moral imperative and professional requirement to stand with judges in defusing attacks against them and their rulings, says Deborah Winokur at Cozen O'Connor.
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Cross-Market Implications In FTC's Anesthesia Complaint
The Federal Trade Commission's recent complaint against a private equity firm's acquisition of anesthesiology practices highlights the controversial issue of cross-market harm in health care provider mergers, and could provide important insights into how a court may view such theories of harm, say Christopher Lau and Dina Older Aguilar at Cornerstone Research.
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AI Can Help Lawyers Overcome The Programming Barrier
Legal professionals without programming expertise can use generative artificial intelligence to harness the power of automation and other technology solutions to streamline their work, without the steep learning curve traditionally associated with coding, says George Zalepa at Greenberg Traurig.