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Mergers & Acquisitions
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December 01, 2023
Fighters Say UFC Can't Avoid Wage Suppression Trial
Ultimate Fighting Championship fighters assailed the company for trying to avoid trial next year on antitrust claims alleging it suppressed wages by up to $1.6 billion through coercive, exclusive contracts and the purchase of rival promoters, telling a Nevada federal judge UFC's arguments for dismissal are deeply contradictory.
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December 01, 2023
Justices Call O'Connor 'American Hero,' 'Perfect Trailblazer'
Following news of retired U.S. Supreme Court Justice Sandra Day O'Connor's death at the age of 93, current and former high court justices paid public homage to her trailblazing career, devotion to the rule of law and illuminating charisma.
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December 01, 2023
Summit Investor Wants To Block $3.2B Deal Over Sparse Data
An investor in Summit Materials Inc. has asked a Colorado federal court to block a $3.2 billion deal to combine it with a national cement producer, claiming the publicly traded construction materials company hasn't disclosed enough financial data for stockholders to vote on the deal.
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December 01, 2023
Former Clerks Say Justice O'Connor Still Worth Emulating
BigLaw attorneys mentored by former U.S. Supreme Court Justice Sandra Day O'Connor, who died Friday after a lengthy battle with dementia, say she'll be remembered as an incisive jurist who always put facts and practical considerations above abstract ideological commitments, as well as a deeply gracious and down-to-earth woman who never let her dedication to the law overshadow her zest for life.
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December 01, 2023
Therapy Co. SPAC Investors Fight Del. Stock-Drop Suit Toss
An attorney for a blank-check company that took ATI Physical Therapy Inc. public in a deal valued at $2.5 billion in 2021 told a Delaware chancellor Friday that a shareholder lawsuit seeking damages for the venture's immediate nose-dive in stock price failed to acknowledge the deal architects' shared stake.
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December 01, 2023
4 Decisions For Which Justice O'Connor Will Be Remembered
Many of the hotly divided cases at the U.S. Supreme Court came down to Justice Sandra Day O’Connor, a central force on the bench whose savviness at striking compromises and taking a pragmatic approach to resolve disputes is on full display in four opinions.
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December 01, 2023
Cozen O'Connor's Italy Chair Launches Global M&A Practice
Cozen O'Connor is formalizing its growth in the cross-border transactions space with the launch of a global mergers and acquisitions practice, the firm announced.
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December 01, 2023
Monthly Merger Review Snapshot
The U.S. Department of Justice pushed a bid in federal court to block JetBlue's planned purchase of Spirit Airlines, as the Federal Trade Commission urged a court to pause a health care data company's deal and enforcers in the U.K. and Europe both found problems with Adobe's planned $20 billion acquisition of design collaboration company Figma.
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December 01, 2023
Off The Bench: NBA Sales, More Crypto Woes, Favre Appeal
In this week's Off The Bench, two NBA franchises engineer massive shake-ups in their ownership structures, new lawsuits target the sports world's entanglement with cryptocurrency, and NFL Hall of Famer Brett Favre appeals his loss in a defamation case.
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December 01, 2023
Justice O'Connor Shattered Barriers, Built Bridges
A Southwestern cowgirl who will always be known as the first woman to sit on the U.S. Supreme Court, Justice Sandra Day O’Connor inspired those around her with an indomitable work ethic, a deep affection for public service and an innate ability to drive consensus among her colleagues.
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December 01, 2023
SPAC Eyeing AirAsia Parent Merger Risks Nasdaq Delisting
Special-purpose acquisition company Aetherium Acquisition Corp. is at risk of having its securities delisted from the Nasdaq following multiple bouts of noncompliance with listing rules, according to an announcement Friday — just a month after the SPAC announced plans to merge with and take public Malaysian airline AirAsia's parent company.
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December 01, 2023
UK Clears Siemens Deal For EV Charging Biz
The U.K.'s competition regulator said on Friday that it will not investigate the proposed acquisition by German technology giant Siemens AG of a Dutch electric vehicle charging company any further and will close the case.
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December 01, 2023
Sandra Day O'Connor, First Woman On Supreme Court, Dies
Retired U.S. Supreme Court Justice Sandra Day O'Connor, the court's first female member, died Friday at 93, according to the court. Justice O'Connor's position at the ideological center of the court gave her outsized influence in controversial cases during her 25-year tenure.
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December 01, 2023
New Commanders Owners Face Challenging Road To Stadium
The new owners of the NFL's Washington Commanders inherited a mountain of critical issues from embattled former owner Daniel Snyder, including a federal investigation into alleged financial improprieties. Determining where home games would be played in four years when the team's current stadium lease expires was not at the top of the priority list — but finding a new home will be complicated and require all the time the Commanders can get.
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November 30, 2023
Dem Slams GOP Subpoenas As Attempts To 'Feed The Beast'
Republicans who have been flooding federal agencies with broad information demands are just chefs working to "feed the beast" that is former President Donald Trump, one Democratic congressman said Thursday at an oversight hearing held by a House Judiciary subcommittee.
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November 30, 2023
Norfolk Southern Asks Justices To Undo STB Immunity Ruling
Norfolk Southern Railway Co. has petitioned the U.S. Supreme Court seeking review of a Surface Transportation Board opinion that found the rail giant lacks authority to control a Virginia railway and, therefore, has no immunity against antitrust claims, telling the justices a D.C. Circuit panel concocted its own reasoning for upholding the federal agency's "prior authorization" rule.
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November 30, 2023
Judge Grants ArcSoft Investors Partial Win Ahead Of Trial
A California federal judge gave a partial win on Thursday to investors of photo and video imaging software development company ArcSoft Inc. in their case alleging the company's executives withheld and misrepresented key information when soliciting approval for a buyout at a price far below fair value.
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November 30, 2023
Pharmavite Acquires Women's Health Co. Bonafide For $425M
Pharmavite, the maker of Nature Made vitamins, announced Thursday that it has acquired menopause-focused women's health company Bonafide Health in an all-cash $425 million deal.
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November 30, 2023
Stockholders Tell Del. Chancellor $69B Activision Deal Void
Attorneys for Activision Blizzard shareholders told Delaware's chancellor Thursday that the company's now-closed, $68.7 billion sale to Microsoft should be deemed void by the court, based on multiple board and company breaches of merger-and-acquisition mandates for state-chartered corporations.
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November 30, 2023
Deals Rumor Mill: Humana-Cigna, Shein IPO, Occidental
Humana and Cigna are exploring a merger that would shake up the health insurance industry, online fashion giant Shein is planning an IPO in 2024, and Occidental Petroleum wants to buy energy producer CrownRock for $10 billion. Here, Law360 breaks down these and other notable deal rumors from the past week.
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November 30, 2023
Former TPG Deputy GC Rejoins Debevoise In San Francisco
A former Debevoise & Plimpton LLP asset management attorney has rejoined the firm's San Francisco office as of counsel following a stint as deputy general counsel with private equity firm TPG.
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November 30, 2023
Loeb & Loeb Corporate Co-Leaders Named Next Firm Chairs
The leaders of one of Loeb & Loeb LLP's largest departments will be taking over as firmwide co-chairs in February, with the firm announcing Thursday that it is elevating two of its corporate law veterans.
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November 30, 2023
Ariel Buys Stake In Multicultural Media Biz At $400M Valuation
Private investment firm Ariel Alternatives LLC said Thursday it has purchased a 58.5% stake in multicultural media company My Code through its inaugural private equity fund, Project Black, at an enterprise value of $400 million.
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November 30, 2023
Brown Rudnick Adds Tax Partner To DC Office
Brown Rudnick has added a partner to the firm's tax practice in Washington, D.C., who will specialize in tax planning in addition to mergers and acquisitions, according to the firm.
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November 30, 2023
ClimateRock Axes SPAC Merger With UK Green Energy Firm
In the latest example of a struggling market for special-purpose acquisition companies, British green energy firm Eco Energy World PLC and blank-check company ClimateRock have called off their plans to merge in a deal that would've taken White & Case LLP-advised EEW public at a pro forma enterprise value of $691 million.
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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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.
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Inside Bank Regulators' Community Lending Law Overhaul
The federal banking agencies' recently finalized changes to the Community Reinvestment Act not only account for the gradual shift to an environment where lending and deposit-taking are primarily conducted online, but also implement other updates such as diversity initiatives and a new series of lending tests, say attorneys at Norton Rose.
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Preparing Law Students For A New, AI-Assisted Legal World
As artificial intelligence rapidly transforms the legal landscape, law schools must integrate technology and curricula that address AI’s innate challenges — from ethics to data security — to help students stay ahead of the curve, say Daniel Garrie at Law & Forensics, Ryan Abbott at JAMS and Karen Silverman at Cantellus Group.
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Sellers Seeking Best Deal Should Focus On Terms And Price
Rising interest rates and a decline in the automotive mergers and acquisitions market mean that a failed deal carries greater stakes, and sellers therefore should pursue not only the optimum price but also the optimum terms to safeguard their agreement, says Joseph Aboyoun at Fox Rothschild.
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General Counsel Need Data Literacy To Keep Up With AI
With the rise of accessible and powerful generative artificial intelligence solutions, it is imperative for general counsel to understand the use and application of data for myriad important activities, from evaluating the e-discovery process to monitoring compliance analytics and more, says Colin Levy at Malbek.
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Competition Considerations From Biden's AI Executive Order
In light of President Joe Biden's recent executive order on artificial intelligence and the antitrust agencies' expansive enforcement posture, businesses in the technology and related industries should expect scrutiny, and avoid interactions that could be perceived as unlawful collaborations or exchange of competitively sensitive information, say attorneys at Hogan Lovells.
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Tips For Avoiding Disputes From M&A Earnout Provisions
Attorneys at Freshfields review key Delaware cases to outline several important considerations that may reduce the risk of an earnout dispute arising from a merger agreement and help the parties navigate disputes when they do occur.
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A Look At Successful Bid Protests In FY 2023
Attorneys at Sheppard Mullin look beyond the statistics in the U.S. Government Accountability Office’s recent annual report on bid protests, sharing their insights about nine categories of sustained protests, gained from reading every fiscal year 2023 decision in which the protester had a positive result.