Mergers & Acquisitions

  • February 16, 2024

    Wyndham CEO Reports 'Expansive' FTC Query Into Takeover

    Wyndham Hotels and Resorts says that the Federal Trade Commission's "expansive" request for more information has "only increased" its concerns about the wisdom of Choice Hotels International's attempt to buy out the company without the board's blessing.

  • February 16, 2024

    Oat Milk Co. Settles Greenwashing Investor Suit For $9.25M

    Investors suing Swedish alternative milk manufacturer Oatly asked a New York federal judge Friday to preliminarily approve a $9.25 million deal to settle claims that the company pitched its business as more environmentally friendly than it is.

  • February 16, 2024

    Cavco Exec's Insider Trading Case Paused Pending SEC Deal

    An Arizona federal judge on Friday paused the U.S. Securities and Exchange Commission's insider trading case against a former executive from modular home manufacturer Cavco Industries Inc. after the two sides reached a settlement in principle on the agency's 2017 claims.

  • February 16, 2024

    Off The Bench: NHL Antitrust, Daily Fantasy Dread, ESPN Bet

    In this week's Off the Bench, the NHL faces allegations of a vast, exploitative antitrust scheme, daily fantasy operators continue facing heat from state regulators, and New York gets a new sports betting player as ESPN Bet hits the Empire State.

  • February 16, 2024

    Catching Up With Delaware's Chancery Court

    News broke last week that Delaware's Court of Chancery will say goodbye to its current longest-serving jurist, a development that quickly overshadowed a busy week of new merger and board disputes, fee rulings, settlements, and books-and-records demands.

  • February 16, 2024

    Carl Icahn, JetBlue Strike Deal For 2 Board Seats

    JetBlue Airways said Friday it has reached a deal with Carl Icahn to place two of the billionaire's handpicked nominees on the JetBlue board, just days after Icahn unveiled a nearly 10% stake in the airline.

  • February 16, 2024

    FTC Seeing Success After Merger Setbacks

    After the Federal Trade Commission suffered stinging setbacks in challenges to deals by Meta Platforms Inc. and Microsoft, the agency has started to turn things around with several transactions dropped in the face of challenges and a pair of court rulings reinforcing its approach to merger enforcement.

  • February 16, 2024

    Chamberlain Hrdlicka Adds Corporate Attorney In Philly

    A seasoned transactions attorney has returned to private practice after more than 10 years as in-house counsel and joined Chamberlain Hrdlicka White Williams & Aughtry's Philadelphia office.

  • February 16, 2024

    Mergers & Acquisitions Group Of The Year: Wachtell

    Wachtell Lipton Rosen & Katz helped heavyweight clients in major 2023 deals, including Pfizer in its $43 billion acquisition of Seagen and the parent company of Michael Kors in its $10 billion sale to the owner of Kate Spade, putting the firm among Law360's Mergers and Acquisitions Groups of the Year.

  • February 16, 2024

    Morrison Cohen Vet Joins BakerHostetler's Growing Biz Team

    BakerHostetler has hired a Morrison Cohen LLP deals attorney in New York, making him the latest addition to its business practice group, Law360 Pulse learned on Friday.

  • February 16, 2024

    Taxation With Representation: Paul Weiss, Kirkland

    In this week's Taxation With Representation, Diamondback buys Endeavor, KKR & Co. acquires a stake in Cotiviti, and Gilead Sciences Inc. purchases CymaBay Therapeutics Inc.

  • February 16, 2024

    Gibson Dunn, DLA Piper Steer $1.45B Sale Of All3Media

    RedBird IMI, advised by Gibson Dunn & Crutcher LLP, on Friday revealed that it has agreed to buy independent television production and distribution company All3Media from its joint owners, DLA Piper-led Warner Bros. Discovery Inc. and Liberty Global Ltd., in a £1.15 billion ($1.45 billion) deal that will allow the independent production company to continue developing and producing programming.

  • February 16, 2024

    Paul Weiss-Led PE Firms Buying HireRight In $1.65B Deal

    Paul Weiss Rifkind Wharton & Garrison LLP is guiding private equity firms General Atlantic and Stone Point Capital on a $1.65 billion deal to purchase all the outstanding shares of HireRight Holdings Corp. they do not already own, HireRight said in a statement Friday.

  • February 15, 2024

    7th Circ. Rejects Ancestry.com's Arbitration Bid In Privacy Suit

    The Seventh Circuit on Thursday upheld a lower court's decision that minors suing Ancestry.com for sharing their genetic testing information can avoid arbitration, saying there was no language in the terms their parents signed designating the children as parties to the agreement.

  • February 15, 2024

    Shoppers Say Albertsons-Kroger Suit Shortcomings Fixed

    Consumers challenging Kroger's $24.6 billion bid for Albertsons defended their revised lawsuit in California federal court against the supermarkets' latest dismissal bid, arguing their tweaked complaint now adequately identifies the affected stores and lays out how the deal threatens competition.

  • February 15, 2024

    HCA Says NC Hospital's Standard Of Care Hasn't Changed

    For-profit hospital network HCA Management Services has fired back at claims of rampant mismanagement at its Asheville, North Carolina, hospital, saying the state attorney general's office has made accusations about the quality of care that aren't based on the terms agreed to when HCA bought the hospital four years ago.

  • February 15, 2024

    DraftKings Paying $750M For Lottery App Jackpocket

    Digital sports and gambling company DraftKings Inc. said Thursday it has agreed to acquire U.S. lottery app Jackpocket for approximately $750 million, with Sullivan & Cromwell LLP and Cooley LLP representing the parties on the cash-and-stock deal. 

  • February 15, 2024

    Investor In Battery Co. Microvast Sues Over De-SPAC Merger

    Leaders of lithium-ion battery maker Microvast Holdings Inc. and the blank-check company that took it public in July 2021 were so "personally hellbent on completing the merger" for their own benefit that they deceived public investors into approving it, a shareholder alleges in a new Delaware Chancery Court suit.

  • February 15, 2024

    Trian Decries Disney's 'Spaghetti-Against-The-Wall' Strategy

    Walt Disney Co. shareholder and activist investor The Trian Group is taking a public swipe at the company's performance, criticizing its "fairy tale" and "spaghetti-against-the-wall" strategy to improve profits.

  • February 15, 2024

    From Farm Tiffs To Time-Warner Battles, Glasscock Saw It All

    Vice Chancellor Sam Glasscock III, due to retire later this year, presided over a wide-ranging caseload during his long Court of Chancery career. Since joining the court, initially as a master in chancery — a position now dubbed magistrate in chancery — he took on litigation that included disputes involving some of the country's largest corporations, while also juggling cases as local as illegal junkyard disputes and, in one instance, a deep dive into colonial-era land records in a dueling deeds lawsuit.

  • February 15, 2024

    Aurinia Refocusing After Failed Effort To Find A Buyer

    Kidney-focused biotech Aurinia Pharmaceuticals is hitting pause on drug development, cutting jobs and initiating a $150 million stock buyback program, the company disclosed in its year-end financial report Thursday.

  • February 15, 2024

    Tax On Tribune's Cubs Sale Troubling, 7th Circ. Judge Says

    A Seventh Circuit judge said Thursday he was troubled by an IRS push to tax Tribune Media Co. on some gains from its sale of the Chicago Cubs that stemmed from a $425 million debt transaction, saying the agency seemed to ignore the relevant legal test.

  • February 15, 2024

    FTC's Khan Calls Healthcare 'Key' To Fight For Competition

    Federal Trade Commission Chair Lina Khan told a conference of physicians the agency is fighting corporate control at several levels of the healthcare industry, touting the sector as a key battleground in the administration's push for more competition across the economy.

  • February 15, 2024

    Chancery Nixes Most Of Frank Founder's $835K Fee Demand

    The indicted founder of student financial planning venture Frank may not "shoehorn" new legal fee claims into a May 2023 court order that JPMorgan Chase Bank NA pay her defense on charges that she defrauded the bank when it bought her startup for $175 million in 2021, Delaware's Court of Chancery has ruled.

  • February 15, 2024

    Trump Social Media Blank-Check Merger Gets SEC Approval

    The blank-check company looking to take former President Donald Trump's social media platform public has obtained approval from the U.S. Securities and Exchange Commission to move forward with the long-delayed merger, according to a recent regulatory filing.

Expert Analysis

  • What Cos. Evaluating M&A Can Glean From Latest HSR Report

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    The recently released Hart-Scott-Rodino report for fiscal year 2022 helps unearth important data points for companies as they evaluate potential transactions, including that, despite a historically low enforcement rate, the number of actions exceeds the number of second requests for the first time in nearly 20 years, say Ryan Quillian and John Kendrick at Covington.

  • Ch. 11 Ruling Highlights 'Two-Step' Challenges In 4th Circ.

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    A North Carolina bankruptcy court’s recent ruling in Bestwall’s Chapter 11 case, and the decision's interpretation of Fourth Circuit law, suggests that, compared to other circuits, it may be more difficult to dismiss so-called Texas Two-Step bankruptcy cases within the Fourth Circuit, say Brittany Falabella and Kollin Bender at Hirschler Fleischer.

  • Chancery's Sears Ruling Clarifies Stockholder Duties

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    In a recent landmark decision involving stockholders of Sears Hometown and Outlet Stores, the Delaware Chancery Court addressed for the first time what precise duties a controlling stockholder owes, highlighting that controller interference with board action is not per se invalid and that enhanced scrutiny is a reasonableness test, say Christopher Chuff and Taylor Bartholomew at Troutman Pepper.

  • The Legal Industry Needs A Cybersecurity Paradigm Shift

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    As law firms face ever-increasing risks of cyberattacks and ransomware incidents, the legal industry must implement robust cybersecurity measures and privacy-centric practices to preserve attorney-client privilege, safeguard client trust and uphold the profession’s integrity, says Ryan Paterson at Unplugged.

  • 5 Reasons Associates Shouldn't Take A Job Just For Money

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    As a number of BigLaw firms increase salary scales for early-career attorneys, law students and lateral associates considering new job offers should weigh several key factors that may matter more than financial compensation, say Albert Tawil at Lateral Hub and Ruvin Levavi at Power Forward.

  • How Biotech Deals May Help Competition, Despite FTC View

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    The Federal Trade Commission's complaint against Sanofi's proposed partnership with Maze Therapeutics highlights increasing skepticism of so-called killer acquisitions, but a closer look reveals potentially legitimate reasons behind why entities might decide to delay or abandon the development of acquired products, say consultants at Analysis Group.

  • Series

    Playing Competitive Tennis Makes Me A Better Lawyer

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    My experience playing competitive tennis has highlighted why prioritizing exercise and stress relief, maintaining perspective under pressure, and supporting colleagues in pursuit of a common goal are all key aspects of championing a successful legal career, says Madhumita Datta at Lowenstein Sandler.

  • Series

    The Pop Culture Docket: Judge Djerassi On Super Bowl 52

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    Philadelphia Court of Common Pleas Judge Ramy Djerassi discusses how Super Bowl 52, in which the Philadelphia Eagles prevailed over the New England Patriots, provides an apt metaphor for alternative dispute resolution processes in commercial business cases.

  • Reverse Merger Tips For Biotechs After SEC's Recent Actions

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    Several recent U.S. Securities and Exchange Commission developments could limit the viability of reverse mergers for biotech companies, and will require additional creativity and analysis for private companies looking to go public, say attorneys at Orrick.

  • What R&W Insurance Access Means For Small-Cap M&A

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    As a slowdown in mergers and acquisitions has increased insurer appetite for underwriting small-cap transactions, buyers of small and midsize enterprises stand to benefit from easier access to representations and warranties insurance, which can add protection and reassurance for all parties involved in a deal, say Caroline Thee and Ewelina Mikocewicz at Taft Stettinius.

  • Del. Dispatch: Efforts Clause Trumps Contractual Right

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    The Delaware Court of Chancery's Chordia v. Lee ruling this month — that the efforts clause set forth in a stockholders' agreement overrode the acquired company's right to fire its officers and employees — highlights key considerations for parties in such agreements to avoid post-acquisition disputes, say attorneys at Fried Frank.

  • Employee Experience Strategy Can Boost Law Firm Success

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    Amid continuing business uncertainty, law firms should consider adopting a holistic employee experience strategy — prioritizing consistency, targeting signature moments and leveraging measurement tools — to maximize productivity and profitability, says Haley Revel at Calibrate Consulting.

  • Series

    Competing In Triathlons Makes Me A Better Lawyer

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    While practicing law and competing in long-distance triathlons can make work and life feel unbalanced at times, participating in the sport has revealed important lessons about versatility, self-care and perseverance that apply to the office as much as they do the racecourse, says Laura Heusel at Butler Snow.

  • Notes Of Interest From 5th Circ. Illumina-Grail Merger Ruling

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    Attorneys at Simpson Thacher consider the Fifth Circuit's recent decision upholding the Federal Trade Commission's challenge of the Illumina merger with Grail, its much-needed boost to the Biden administration's antitrust agenda, and some silver linings the decision offers to merging parties.

  • Where Justices Stand On Chevron Doctrine Post-Argument

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    Following recent oral argument at the U.S. Supreme Court, at least four justices appear to be in favor of overturning the long-standing Chevron deference, and three justices seem ready to uphold it, which means the ultimate decision may rest on Chief Justice John Roberts' vote, say Wayne D'Angelo and Zachary Lee at Kelley Drye.

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