Mergers & Acquisitions

  • February 09, 2024

    Eargo Investors Sue In Del. For Patient Square Merger Docs

    Two shareholders of California medical device company Eargo Inc. sued in Delaware's Court of Chancery on Thursday, seeking books and records to investigate potential wrongdoing and breaches of fiduciary duties in connection with a pending buyout by controlling shareholder Patient Square Capital LP.

  • February 09, 2024

    CVC, Haveli Acquire RuneScape Game-Maker In £900M Deal

    Private equity firms CVC Capital Partners, advised by Latham & Watkins LLP, and Haveli Investments have agreed to buy British video game developer and publisher Jagex from private equity giant Carlyle, advised by Kirkland & Ellis LLP, in a deal worth around £900 million ($1.14 billion), according to a Friday announcement.

  • February 09, 2024

    Taxation With Representation: Sullivan & Cromwell, Kirkland

    In this week's Taxation With Representation, California Resources Corp. acquires Aera Energy, ZeroFox Holdings goes private, and Acerinox purchases Haynes International.

  • February 09, 2024

    Owens Corning To Buy Door-Maker Masonite In $3.9B Deal

    Ohio-based construction materials manufacturer Owens Corning said Friday it has inked a $3.9 billion agreement to buy Tampa, Florida-based door-maker Masonite International Corp., just weeks after the latter company's earlier effort to buy PGT Innovations Inc. fell through.

  • February 09, 2024

    Barclays Agrees To Buy Tesco Banking Unit For £600M

    Barclays said on Friday that it has agreed to buy the retail banking arm of the Tesco PLC supermarket chain for £600 million ($757 million) in a transaction in which it was guided by Hogan Lovells and Slaughter and May.

  • February 08, 2024

    Hudson City Investors Lose Cert. In $3.7B M&T Merger Suit

    A proposed investor class can't be certified in a suit alleging M&T Bank Corp. and Hudson City Bancorp Inc. hid regulatory problems that led to a yearslong delay of their $3.7 billion merger over a decade ago, a federal judge said after finding his previous order to certify the class "clearly erred in applying the Third Circuit's legal standard."

  • February 08, 2024

    Union Fund Sues Pioneer For Docs In $59B ExxonMobil Deal

    Oil and natural gas company Pioneer Natural Resources has been sued for its books and records in the Delaware Court of Chancery by a pension fund alleging that the company's officers and directors breached their fiduciary duties as the company negotiated a $59.5 billion deal to be acquired by oil giant Exxon Mobil Corp.

  • February 08, 2024

    Blade Air Investor Sues KSL Capital, Others Over SPAC Deal

    A shareholder of urban air transport venture Blade Air Mobility Inc. on Thursday filed a lawsuit in Delaware's Court of Chancery against key figures of the special-purpose acquisition company that took it public, along with the deal's sponsor KSL Capital Partners.

  • February 08, 2024

    Del. Chancery Questions Broker's 'Ornate' Board Control Fix

    Bylaw amendments adopted by insurance broker BRP Group Inc. in response to a shareholder's complaint that its co-founders wielded too much control over the company's board may have "narrowed" the problem but did not necessarily eliminate it, a Delaware Chancery Court vice chancellor said Thursday at a hearing in Wilmington.

  • February 08, 2024

    DOJ Investigating Metropolis Tech's $1.5B SP Plus Deal

    Mobility services provider SP Plus said on Wednesday that it had received another request for information from the U.S. Department of Justice on its planned $1.5 billion merger with Metropolis, a payments tech company.

  • February 08, 2024

    DOJ Wants More Info On Alaska-Hawaiian Airlines Deal

    The U.S. Department of Justice is seeking additional information from Hawaiian Airlines and Alaska Airlines on their proposed $1.9 billion merger, according to filings with the U.S. Securities and Exchange Commission on Wednesday.

  • February 08, 2024

    Microsoft Calls FTC Activision Layoff Worries 'Misleading'

    Microsoft on Thursday criticized the Federal Trade Commission's "incomplete and misleading" assertion that the company's plan to lay off 1,900 video game workers undercuts its claim that Activision Blizzard Inc. would be maintained as an independent business while the commission challenges the gaming company's $68.7 billion acquisition.

  • February 08, 2024

    EU Updates Longstanding Guidance On Defining Markets

    Europe's competition enforcer released new guidance on Thursday for how the agency views the markets at issue when assessing merger and antitrust conduct cases, the first update to the policy since its adoption more than two decades ago.

  • February 08, 2024

    Investors Sue In Del. For Cartesian Therapeutics Vote Hold

    Stockholders of early-stage biotech venture Cartesian Therapeutics Inc. sought a Delaware Court of Chancery order Wednesday to enjoin a meeting on a planned post-merger stock conversion and reverse split, pending additional disclosures on equity valuations.

  • February 08, 2024

    Investor Denies Making Yacht Buy To Hide Truth Social Gains

    A Florida venture capitalist on Thursday denied laundering insider-trading proceeds via the purchase of a $14.7 million yacht, after prosecutors alleged in Manhattan federal court that he illegally profited from a secret plan to take Donald Trump's Truth Social company public.

  • February 08, 2024

    Fund Sells $3B In Oil Biz Shares Over Slow Climate Action

    One of the Netherlands' largest pension funds has sold all its shares in companies including BP, Shell and TotalEnergies for a total of roughly €2.8 billion ($3 billion), saying Thursday that the oil and gas giants have failed to move away from fossil fuels quickly enough.

  • February 08, 2024

    Aurora Cannabis Buys No. 2 Australian Medical Pot Co.

    Aurora Cannabis Inc. said Thursday it has purchased the remaining roughly 90% equity interest of MedReleaf Australia that it doesn't already own at an enterprise value of AU$50 million ($32.5 million), in a cash and stock deal that the Canadian pot company said makes it the "largest global medical cannabis company operating in nationally legal markets."

  • February 08, 2024

    Leveraged Finance Partner Duo Joins DLA Piper In NY

    DLA Piper announced that it hired a pair of experienced New York-based attorneys from Shearman & Sterling LLP as partners in its leveraged finance practice group.

  • February 08, 2024

    Oracle Stockholders Lose Bid For $5M 'Mootness' Fee

    The Delaware Chancery Court has denied a $5 million attorney fee request by Oracle stockholders who lost a lawsuit that alleged the software giant overpaid for its $9.3 billion acquisition of Netsuite, rejecting the investors' contention that they deserve an award for prompting the company to appoint two new independent directors.

  • February 08, 2024

    Deals Rumor Mill: Club Med, Galderma, Sierra Space

    China’s Fosun is exploring a Club Med minority-stake sale, Galderma's IPO could yield a $20 billion value, and Sierra Space Corp. is making its own IPO plans. Here, Law360 breaks down the notable deal rumors from the past week.

  • February 08, 2024

    4 Firms Construct Cybersecurity Merger Creating $7B Biz

    Artificial intelligence-powered data security and management company Cohesity announced plans Thursday to merge with cybersecurity company Veritas' data protection business to create a combined company valued at $7 billion in a deal built by four firms.

  • February 08, 2024

    UK Provisionally Clears Whirlpool, Arcelik Appliances Merger

    The antitrust authority of the U.K. on Thursday provisionally cleared Whirlpool Corp.'s plan to merge its European domestic appliance business with Arcelik AS' that will create a giant company with expected combined sales of €6 billion ($6.3 billion).

  • February 08, 2024

    McDermott Hires Venable's Growth Companies Leader In DC

    McDermott Will & Emery LLP has hired the former head of Venable LLP's growth companies practice as a partner in its transactions practice group.

  • February 08, 2024

    Aviva's £460M AIG Life UK Takeover Gets Competition Probe

    The Competition and Markets Authority said on Thursday it has launched an investigation into Aviva PLC's planned all-cash acquisition of the U.K. protection business of AIG Life Ltd. for £460 million ($580 million).

  • February 07, 2024

    Skadden, Wilson Sonsini Steer Disney's $1.5B Epic Investment

    The Walt Disney Co., represented by Skadden Arps Slate Meagher & Flom LLP, and Epic Games, guided by Wilson Sonsini Goodrich & Rosati PC, announced Wednesday that they will collaborate on an "all-new games and entertainment universe," with Disney investing $1.5 billion to acquire an equity stake in the "Fortnite" maker.

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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