Mergers & Acquisitions

  • 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.

  • February 06, 2024

    2nd Circ. Won't Nix Award In Telecom Shareholder Fight

    The Second Circuit affirmed an arbitration award ordering the sale of a Latin American telecommunications tower after telling the contesting shareholders during oral argument it sounded like they had "buyer's remorse" about choosing arbitration.

  • February 06, 2024

    Energy Firm Sued By Investors After $5M SEC Fraud Fine

    United Arab Emirates-based Brooge Energy Ltd. has been hit with a proposed class action, alleging it lied to the U.S. Securities and Exchange Commission and the public during the agency's investigation into the company's faulty accounting practices, which resulted in a $5 million fine last year.

  • February 06, 2024

    NY Marketing Co. Gets OK For $51M Sale To Lender

    The marketing firm Troika Media Group received final approval Tuesday of its $11 million debtor-in-possession loan from secured lender Blue Torch Finance, and for its $51 million credit sale to Blue Torch.

  • February 06, 2024

    Attys Seek $750K Fee In Del. For $6M Med Tech Co. Deal

    Proposed class attorneys who secured a $6 million settlement from medical device company AMDI Inc. after a purportedly underpriced and conflicted stock sale to an interest of Oracle founder Larry Ellison have asked Delaware's Chancery Court to approve $750,000 in attorney fees for their work.

  • February 06, 2024

    Davis Malm Guides Clean Harbors On $400M Hepaco Buy

    Davis Malm & D'Agostine PC-advised Clean Harbors Inc. said Tuesday it has struck an agreement with private equity firm Gryphon Investors to acquire its majority-owned portfolio company Hepaco, a provider of environmental and emergency response services, for $400 million in cash.

  • February 06, 2024

    Saul Ewing Minn. Partner Named Transactional Dept. Chair

    A former managing partner of Saul Ewing LLP's Minneapolis office will oversee more than 200 attorneys as the new chair of the Philadelphia-headquartered firm's transactional department.

  • February 06, 2024

    Cybersecurity Biz To Go Private Following $350M Merger

    External cybersecurity provider ZeroFox Holdings Inc., advised by Venable LLP, will no longer be a public company following its all-cash $350 million acquisition by private equity firm Haveli Investments, led by Ropes & Gray LLP, according to a Tuesday statement.

  • February 06, 2024

    Blackwells Starts Disney Proxy Fight, Blasts Fellow Activist

    Activist investor Blackwells Capital officially launched its proxy fight with Disney on Tuesday, urging the entertainment behemoth's shareholders to vote for its three board nominees and opposing the two offered up by fellow activist Trian Fund Management.

  • February 06, 2024

    Legato Merger's Third SPAC Prices $175M Offering

    Legato Merger Corp. III, a special-purpose acquisition company targeting infrastructure and construction-related industries, was slated to begin trading Tuesday after raising $175 million in an initial public offering, represented by Graubard Miller and underwriters' counsel Loeb & Loeb LLP.

  • February 06, 2024

    Ideanomics Not On Hook For EV Unit's Parts Contract

    Ideanomics has escaped an automotive parts manufacturer's lawsuit for now, with a Michigan state judge saying Monday there was insufficient evidence it took on the debts of an electric-vehicle company it acquired last year.

  • February 06, 2024

    Deal Reached To Fund E-Bike Co.'s Ch. 11 Admin Expenses

    An e-bike rental company and creditors have struck a budget agreement for administrative expenses after the company urged a Florida federal court to give final approval for $25.1 million in debtor-in-possession financing to fund operations through its Chapter 11 bankruptcy proceedings.

  • February 06, 2024

    Freshfields Helps Novartis Buy German Pharma In €2.7B Deal

    Swiss pharmaceutical giant Novartis AG has agreed to buy MorphoSys AG in a deal that values the German biopharmaceutical group at €2.7 billion ($2.9 billion) as it seeks to develop its oncology treatment options.

  • February 05, 2024

    Ex-Goldman Banker Settles SEC's Civil Insider Trading Suit

    The U.S. Securities and Exchange Commission has reached a settlement resolving its civil claims against a former Goldman Sachs banker convicted of insider trading, according to a motion for consent judgment filed in New York federal court Monday.

  • February 05, 2024

    Warner Bros. Discovery Beats Investors' $43B Tie-Up Suit

    A Manhattan federal judge tossed a proposed securities class action Monday accusing Discovery of not telling investors about the flagging performance of WarnerMedia's streaming service HBO Max prior to a $43 billion merger of the two media giants, saying the plaintiff pension funds have not adequately alleged any actionable omissions.

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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