Mergers & Acquisitions

  • March 22, 2024

    Nexstar Faces $1.2M Fine For 'De Facto' Control Of NY Station

    The Federal Communications Commission has floated a $1.2 million fine against TV giant Nexstar Media Group Inc. after discovering it obtained "de facto" control of a New York City station and exceeded the FCC's 39% national ownership cap.

  • March 22, 2024

    Telecom Shareholders Want Tribunal DQ'd Over 'Biased' Blog

    The majority shareholders in a Latin American telecommunications tower operator are urging a New York court to reconsider its bid to disqualify the entire tribunal overseeing an arbitration over an alleged corporate coup, saying a blog run by one of the arbiters shows proof of bias.

  • March 22, 2024

    Dril-Quip Investor Alleges Merger Will Entrench Board

    A shareholder of oil drilling equipment company Dril-Quip Inc. hit its directors with a proposed class action in Delaware Chancery Court, alleging they added unreasonable provisions to the terms of its merger with Innovex Downhole Solutions Inc. to disenfranchise shareholders.

  • March 22, 2024

    Trump Media SPAC CEO Accused Of Misleading Investors

    A sponsor of the special-purpose acquisition company approved to take Donald Trump's social media website public has sued its CEO in Florida federal court, saying a "coup d'etat" was orchestrated to oust the former leader and mislead investors in an effort to assume control over the enterprise.

  • March 22, 2024

    Starboard Value Eyes Board Seats At Algonquin Power

    Canadian utility company Algonquin Power & Utilities Corp. on Friday said its board of directors will review director nominees submitted by activist investor Starboard Value LP, who said the company's current board has a "long history of making value-destructive decisions" and needs to be refreshed.

  • March 22, 2024

    Bestwall Says 'Texas Two-Step' Irrelevant To Asbestos Ch. 11

    Bestwall, the bankrupt asbestos unit of Georgia-Pacific, told the U.S. Supreme Court Friday that a pre-bankruptcy corporate restructuring in Texas that separated its asbestos liability from the parent business should not matter in determining whether a bankruptcy court has jurisdiction over the subsidiary's asbestos injury claims.

  • March 22, 2024

    Flyers Say JetBlue-Spirit Deal Case Not Done, Push For Win

    The private plaintiffs challenging the failed JetBlue-Spirit merger indicated they're not done despite the companies' abandonment of the deal, pushing a Massachusetts federal court to grant them a win on their antitrust claims.

  • March 22, 2024

    US Trustee Says Fla. Healthcare Co. Can't Seal Stock Sale Bid

    The U.S. Trustee's Office has urged a Delaware bankruptcy judge to deny a Miami-based primary healthcare group's request in its Chapter 11 case to redact information in the debtor's motion to sell its shares in a healthcare claims reimbursement servicer.

  • March 22, 2024

    Minority Investor Seeks Docs As Truth Social Goes Public

    A minority stockholder of the company behind former President Donald Trump's Truth Social has demanded a New York clearing agent share whatever information it got about the company's stockholder lists before Digital World Acquisition Corp. shareholders voted to acquire the social media platform on Friday.

  • March 22, 2024

    Senators Call On White House To Declassify TikTok Info

    A pair of U.S. senators is calling on the Biden administration to declassify information from TikTok and its owner ByteDance, citing national security concerns.

  • March 22, 2024

    DLA Piper Welcomes Energy Attorney To Philly Office

    A transactional attorney specializing in advising clients on renewable energy and sustainability projects has moved her practice from Allen & Overy LLP to DLA Piper's Philadelphia office.

  • March 22, 2024

    SEC Sanctions NY Atty For 'Improper Professional Conduct'

    The U.S. Securities and Exchange Commission has barred a New York-based attorney from practicing before the agency, saying she engaged in "improper professional conduct" by failing to comply with a requirement that she not do further work for a two-year period for a company she had represented in proceedings.

  • March 22, 2024

    DLA Piper Lands McMillan Hong Kong Office Leader

    DLA Piper has hired for its cross-border capital markets practice an experienced attorney who formerly led McMillan LLP's Hong Kong office and was co-chair of the firm's China practice group.

  • March 22, 2024

    US Greenlights Novartis' $2.9B MorphoSys Takeover

    Germany's MorphoSys AG said Friday it has received U.S. antitrust clearance for the biopharmaceutical company's planned $2.9 billion sale to Swiss Pharma giant Novartis AG, a development that clears the final regulatory hurdle needed before closing the deal. 

  • March 22, 2024

    Colo. Geothermal Startup, Directors Settle Ownership Spat

    A Colorado-based geothermal energy startup and its partners have told a federal judge they are finalizing a settlement to end more than a year of bitter litigation over ownership of the company.

  • March 22, 2024

    Trump Wins Investor Approval Of Truth Social SPAC Deal

    Digital World Acquisition Corp. shareholders on Friday approved a proposal to acquire former President Donald Trump's social media platform, setting in motion long-delayed plans to take Trump's startup public despite unresolved litigation tied to the merger.

  • March 22, 2024

    KKR Becomes Controlling Shareholder In Smart Meter Co.

    KKR said Friday that it has "significant control" over a British energy infrastructure company after more than 60% of shareholders tendered their shares to the U.S. private equity giant under a £1.3 billion ($1.6 billion) takeover offer.

  • March 22, 2024

    UK Says £16.5B Vodafone-Three Deal May Hurt Consumers

    Britain's antitrust authority said Friday that plans by Vodafone and Three to merge their U.K. telecommunications networks to create a £16.5 billion ($20.8 billion) mobile operator could lead to higher prices for consumers.

  • March 21, 2024

    SEC's 'Shadow Trading' Trial To Test Insider Info Boundaries

    If the U.S. Securities and Exchange Commission can convince jurors hearing its first-ever "shadow trading" case next week to find a former executive in the wrong for buying up a competitor's securities while having insider information about his own company, the floodgates could open to civil and criminal prosecution of other corporate insiders under the novel legal theory, attorneys told Law360.

  • March 21, 2024

    Autonomy Jury Hears Of 'Handshake Deal' To Pad Revenue

    A onetime Autonomy Corp. customer took the stand Thursday in the California federal criminal trial of former CEO Michael Lynch, describing a "handshake" deal to pay the company $7.5 million with the understanding the funds would be returned — part of an alleged plot to fraudulently inflate Autonomy's revenues.

  • March 21, 2024

    UpHealth Claims $110M Win In Glocal Control Fight

    Global digital health company UpHealth Inc. says an arbitral panel has awarded it more than $110 million following a dispute that arose out of its subsidiary's acquisition of Glocal Healthcare Systems in 2020 — even as Glocal decried the award as "one-sided and perverse."

  • March 21, 2024

    CymaBay Investor Sues For Books On $4.3B Gilead Merger

    A shareholder of liver disease-focused biopharmaceutical company CymaBay Therapeutics Inc. sued the company in Delaware Chancery Court to extract more information over a proposed $4.3 billion merger with Gilead Sciences Inc., saying CymaBay has refused to hand over previously requested documents regarding the valuation analyses without a legitimate excuse.

  • March 21, 2024

    Canadian Supplement Co. Seeks US Bankruptcy Recognition

    A nutritional supplement supplier based in Montreal told a Delaware bankruptcy judge Thursday it needs the U.S. court to recognize its Canadian insolvency proceedings, reasoning that an eviction threat may cut off access to assets in California the debtor needs for its sale plans.

  • March 21, 2024

    Avoid Major Extension Of Merger Reach, EU High Court Urged

    An important tool for extending European Union antitrust officials' merger scrutiny appears to be in jeopardy after a European Court of Justice advocate general effectively recommended Thursday that the bloc's high court restrict the ability to investigate transactions that don't normally trigger EU thresholds.

  • March 21, 2024

    Directors Of Public Cos. Back Trian CEO Amid Disney Proxy Fight

    Thirteen current and former public company directors, all of whom have worked with Trian Fund Management and CEO Nelson Peltz, sent a letter to The Walt Disney Company's board of directors Thursday highlighting why they believe Peltz would make a good addition to the board amid a heated proxy battle.

Expert Analysis

  • Exploring Middle-Market M&A Trends In 2023 And Beyond

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    Middle-market merger and acquisition activity this year was affected by a number of economic, legal and regulatory shifts, with certain trends pointing to favorable transaction conditions in 2024, say Jason Brauser and William Goodling at Stoel Rives.

  • Understanding Advance Notice Bylaws Is Key For All Parties

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    Recent developments in Delaware case law show that advance notice bylaws will be strictly construed and that Delaware courts will generally uphold clear, unambiguous bylaws adopted and applied reasonably, a lesson for both companies and stockholders alike as the number of companies rejecting director nominations by dissident stockholders has increased, say attorneys at MoFo.

  • A Former Bankruptcy Judge Talks 2023 High Court Rulings

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    In 2023, the U.S. Supreme Court issued four bankruptcy law opinions — an extraordinary number — and a close look at these cases signals that changes to the U.S. Bankruptcy Code will have to come from Congress, not the courts, says Phillip Shefferly at the University of Michigan Law School.

  • Series

    Children's Book Writing Makes Me A Better Lawyer

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    Becoming a children's book author has opened doors to incredible new experiences of which I barely dared to dream, but the process has also changed my life by serving as a reminder that strong writing, networking and public speaking skills are hugely beneficial to a legal career, says Shaunna Bailey at Sheppard Mullin.

  • A Review Of 2023's Most Notable Securities Litigation

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    There is much to be learned from the most prominent private securities cases of 2023, specifically the Tesla trial, the U.S. Supreme Court's Slack decision and the resolution of Goldman Sachs litigation, but one lesson running through all of them is that there can be rewards at the end of the line for defendants willing to go the distance, say attorneys at Fried Frank.

  • 4 Key Ways CFIUS Affected Private Equity In 2023

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    Sponsors and investment professionals should note how escalated enforcement by the Committee on Foreign Investment in the United States in 2023 affected private equity deal making and evaluate their CFIUS-related procedures in preparation for the regulator's reach to expand further next year, say attorneys at Kirkland.

  • How Clients May Use AI To Monitor Attorneys

    Excerpt from Practical Guidance
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    Artificial intelligence tools will increasingly enable clients to monitor and evaluate their counsel’s activities, so attorneys must clearly define the terms of engagement and likewise take advantage of the efficiencies offered by AI, says Ronald Levine at Herrick Feinstein.

  • UK Takeover Code Changes: Key Points For Bidders, Targets

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    Newly effective amendments to Rule 21 of the U.K. Takeover Code, which remove legal and administrative constraints on a target operating its business in the ordinary way during an offer, will add clarity for targets and bidders, and are likely to be welcomed by both, say lawyers at Davis Polk.

  • 7 Enforcement Predictions For US Export Controls, Sanctions

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    Federal agencies' assertions of coming increases in export-control and sanctions-violations enforcement are not new, but recent improvements in resources and inter-agency cooperation allow for certain predictions about how the administration’s latest approach to enforcement may be applied going forward, say attorneys at Akin.

  • 8 Ways To Negotiate Improved Disgorgement Outcomes

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    The U.S. Securities and Exchange Commission's nearly $3.4 billion collected in disgorgements in 2023 shows that substantial disgorgement claims from regulators and law enforcement are the new norm, but corporations may be able to dramatically reduce what they owe by using eight strategies to argue for reduced net profit calculations, say experts at AlixPartners.

  • Series

    The Pop Culture Docket: Judge D'Emic On Moby Grape

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    The 1968 Moby Grape song "Murder in My Heart for the Judge" tells the tale of a fictional defendant treated with scorn by the judge, illustrating how much the legal system has evolved in the past 50 years, largely due to problem-solving courts and the principles of procedural justice, says Kings County Supreme Court Administrative Judge Matthew D'Emic.

  • What Banks Should Know About FDIC Assessment Rule

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    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.

  • Series

    Performing Music Makes Me A Better Lawyer

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    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.

  • EU Rejection Of Booking.com Deal Veers From Past Practice

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    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.

  • Breaking Down High Court's New Code Of Conduct

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    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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