Mergers & Acquisitions

  • February 11, 2025

    FTC Bureau Heads Include DOJ Alum With Big Tech Mandate

    The Federal Trade Commission named its new competition and consumer protection bureau chiefs Monday, tapping for its top competition enforcer the U.S. Department of Justice Antitrust Division's civil conduct head, praised specifically for his "experience taking on Big Tech."

  • February 11, 2025

    Proskauer-Led Rocktree Buys Atria, Secures $350M Financing

    Infrastructure service provider Rocktree Logistics Group has agreed to buy a group of South American port services companies called Atria Soluciones Logisticas from private equity shop Southern Cross Group in a deal built by three law firms, and has secured $350 million in private credit financing in connection with the deal.

  • February 11, 2025

    Bain Scraps Fuji Soft Tender Offer In Bid War With KKR

    Bain Capital said Tuesday that it may withdraw its plans to buy a majority stake in Fuji Soft after rival bidder KKR raised its own offer to take control of the Japanese information technology firm. 

  • February 11, 2025

    FTC Chair Commits To 'Long Overdue' Merger Filing Revisions

    The Federal Trade Commission's new Republican Chair, Andrew N. Ferguson, offered an enthusiastic welcome Monday to last fall's dramatic overhaul of merger filing requirements that antitrust practitioners expect will significantly increase upfront burdens, but that Ferguson said will ultimately lower costs for companies and enforcers.

  • February 11, 2025

    Activist Elliott Targets Phillips 66 Again Over Lack Of Progress

    Activist investor Elliott Investment Management LP on Tuesday sent a letter to the board of directors of energy conglomerate Phillips 66 calling for "urgent changes" to improve operating performance and regain shareholder trust, saying "another year of empty rhetoric and broken promises is unacceptable."

  • February 11, 2025

    HPE Says Juniper Deal Needed To Compete With Top Players

    Hewlett Packard said it was blindsided by the U.S. Department of Justice's move to block its $14 billion purchase of Juniper Networks, saying in a new filing that the Antitrust Division lawsuit brought last month will only benefit the biggest player in the market, Cisco, and Chinese competitor Huawei.

  • February 11, 2025

    TD Bank To Sell Schwab Stake In Roughly $13.1B Offering

    TD Bank Group on Tuesday announced the terms of the sale of its entire equity investment in financial services giant The Charles Schwab Corp., detailing its plan to sell its 10.1% ownership stake in a $13.1 billion deal.

  • February 11, 2025

    Nelson Mullins Adds Litigation, Biz Pros In Houston

    Nelson Mullins Riley & Scarborough LLP has bolstered its corporate and litigation offerings with new partners in Houston who came aboard from Jackson Walker LLP and Paul Hastings LLP and who bring unique international experience.

  • February 11, 2025

    Novartis To Buy US Pharma Biz Anthos For Up To $3.1B

    Novartis AG said Tuesday that it plans to buy Anthos Therapeutics Inc. for up to $3.1 billion, allowing the Swiss pharmaceutical heavyweight to return a drug that originated at the company back into its portfolio of cardiovascular therapies.

  • February 10, 2025

    NY Funds Say Paramount 'Bound' To Mull $13.5B Sale Option

    Five big New York public pension funds argued in a newly unsealed Delaware court filing on Monday that a Paramount special committee breached its fiduciary duties by neglecting a $13.5 billion company sale offer and called for a Court of Chancery order compelling evaluation of the deal.

  • February 10, 2025

    Gov't Defends Approval Of CP-KCS Rail Merger To DC Circ.

    The federal government told the D.C. Circuit a coalition of Illinois towns is challenging the approval of Canadian Pacific Railway Ltd.'s $31 billion merger with Kansas City Southern Railway Co. over the deal's potential effect on just 23 miles of a combined rail network that spans more than 20,000 miles.

  • February 10, 2025

    QXO Rips Roofing Co. For Misleading Investors On $11B Offer

    QXO Inc. accused Beacon Roofing Supply Inc.'s board of directors on Monday of "cherry-picking" and manipulating performance metrics in statements urging shareholders to reject an $11 billion hostile takeover bid, adding that its offer is compelling, especially given the lack of competing proposals.

  • February 10, 2025

    UnitedHealth Says Fed Suit Imperils Deal's Many Benefits

    UnitedHealth Group and home health and hospice giant Amedisys Inc. responded to the U.S. Department of Justice's merger challenge Friday by telling a Maryland federal judge that the government is taking quotes out of context, focusing on "artificially narrow geographic markets" and misjudging market realities.

  • February 10, 2025

    Elon Musk-Led Group Makes $97.4B OpenAI Takeover Bid

    A consortium of investors led by Elon Musk said Monday it has offered to pay $97.375 billion to buy artifical intelligence platform OpenAI, drawing a quick and snarky rejection from Sam Altman, who co-founded the platform with Musk. 

  • February 10, 2025

    Lexitas Selling Registered Agent Unit To Dutch Co. For $415M

    Austin, Texas-based legal services provider Lexitas said Monday that it has agreed to sell its Registered Agent Solutions Inc. unit to Dutch information services company Wolters Kluwer Financial & Corporate Compliance for approximately $415 million in cash.

  • February 10, 2025

    Investor Urges US Steel To Dump Deal After Trump Comments

    Activist investor Ancora Holdings Group on Monday urged U.S. Steel to abandon its proposed $14.9 billion merger with Japan's Nippon Steel, stating that the deal has "no chance of being resurrected" in light of statements made by President Donald Trump on Friday.

  • February 10, 2025

    Latham, Hogan Lovells Advise Hyatt's $2.6B Playa Hotels Buy

    Latham & Watkins LLP guided Hyatt Hotels Corp. on a $2.6 billion acquisition announced Monday of Playa Hotels & Resorts NV — which operates resorts in Mexico, the Dominican Republic and Jamaica — and worked with Hogan Lovells on the deal.

  • February 10, 2025

    Emerson Butts Heads With Elliott On $7.2B AspenTech Deal

    Global technology company Emerson said Monday that its $7.2 billion offer to buy the remaining shares in AspenTech that it does not already own represents "compelling and certain value" for shareholders, pushing back after activist investment firm Elliott ripped the bid as an undervaluation.

  • February 10, 2025

    Direct Line Directors Back £3.7B Aviva Acquisition Deal

    The directors of Direct Line Insurance Group PLC said Monday that they unanimously recommend that shareholders back the £3.7 billion ($4.6 million) cash and stock takeover offer tabled by Aviva.

  • February 07, 2025

    Chancery Tosses $3.4B Hertz Stock Warrant Redemption Suit

    Delaware's Court of Chancery dismissed a suit Friday filed by two Hertz institutional investors accusing the company of relying on an impermissible reinterpretation of a warrant agreement to reject a redemption demand purportedly triggered by the company's post-Chapter 11 recapitalization, finding the plaintiffs' interpretation of the agreement leads to "absurd results."

  • February 07, 2025

    Nippon-US Steel Merger Targeted By Consumers In Calif.

    A group of consumers has asked a California federal court to prohibit Japan's Nippon Steel Corp. from acquiring U.S. Steel Corp. in their proposed $14.9 billion mega-merger, filing suit just days before President Donald Trump suggested that the deal was being called off.

  • February 07, 2025

    SPAC Market Hums Again Following Multiyear Downturn

    Special purpose acquisition companies are once again asserting their presence in the capital markets and M&A landscape, forming new vehicles at the highest pace in three years — albeit in leaner form than in the last cycle, when many deals ended in busts.

  • February 07, 2025

    Ousted CMA Chair Says 'Misinformation' Remains A Challenge

    The recently ousted chair of the U.K.'s Competition and Markets Authority reflected on what he said were great strides undoing the antitrust agency's "technocratic" character, but added it made the least progress in combating "lobbying and misinformation" intended to undermine the agency's decisions, including around the cleared Microsoft-Activision merger.

  • February 07, 2025

    SolarWinds Accepts $4.4B Sale To PE Firm Turn/River Capital

    SolarWinds said Friday it has agreed to be sold to Turn/River Capital for $4.4 billion, marking a notable turnaround for a company that came back from a consequential 2020 data breach to become what its CEO told Law360 is now "one of the most secure software companies."

  • February 07, 2025

    Appellate Court OKs Trim Of Goldman Family Portfolio Battle

    A New York state appellate court affirmed a trial court's toss of several claims brought against the late Sol Goldman's real estate empire by inheritors who allege his daughter squeezed them out of the family business and manipulated an appraisal when they sought to cash out on their stake.

Expert Analysis

  • Rethinking How To Engage Shareholders, Activists Via Proxies

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    ​​​​​​​This proxy season, companies should consider visually driven proxy statements that highlight the board's strengths, the alignment between executive compensation and performance, and a commitment to sustainability and risk management to earn the support of investors and fend off hostile acquirers, say Craig Clay and Ron Schneider at DFIN.

  • Tips For Pharma-Biotech Overlap Reporting In New HSR Form

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    While there’s no secret recipe for reporting overlaps to the Federal Trade Commission in the new Hart-Scott-Rodino Act form, there are several layers of considerations for all pharma-biotech companies and counsel to reflect on internally before reporting on any deal, say attorneys at A&O Shearman.

  • Opinion

    Judge Should Not Have Been Reprimanded For Alito Essay

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    Senior U.S. District Judge Michael Ponsor's New York Times essay critiquing Supreme Court Justice Samuel Alito for potential ethical violations absolutely cannot be construed as conduct prejudicial to the administration of the business of the courts, says Ashley London at the Thomas R. Kline School of Law of Duquesne University.

  • Lights, Camera, Ethics? TV Lawyers Tend To Set Bad Example

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    Though fictional movies and television shows portraying lawyers are fun to watch, Hollywood’s inaccurate depictions of legal ethics can desensitize attorneys to ethics violations and lead real-life clients to believe that good lawyers take a scorched-earth approach, says Nancy Rapoport at the University of Nevada, Las Vegas.

  • Steel Cases Test Executive Authority, Judicial Scope

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    Lawsuits challenging former President Joe Biden’s order blocking the merger of Japan's Nippon Steel and U.S. Steel may shape how future administrations wield presidential authority over foreign investment in the name of national security, says Hdeel Abdelhady at MassPoint Legal.

  • Del. Ruling Further Narrows Scope Of 'Bump-Up' Exclusion

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    The recent Delaware Superior Court ruling in Harman International v. Illinois National Insurance offers a critical framework for interpreting bump-up exclusions in management liability insurance policies, and follows the case law trend of narrow interpretation of such exclusions, says Simone Haugen at Tressler.

  • Will 4th Time Be A Charm For NY's 21st Century Antitrust Act?

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    New York's recently introduced 21st Century Antitrust Act would change the landscape of antitrust enforcement in the state and probably result in a sharp increase in claims — but first, the bill needs to gain traction after three aborted attempts, says Tyler Ross at Shinder Cantor.

  • Perspectives

    Accountant-Owned Law Firms Could Blur Ethical Lines

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    KPMG’s recent application to open a legal practice in Arizona represents the first overture by an accounting firm to take advantage of the state’s relaxed law firm ownership rules, but enforcing and supervising the practice of law by nonattorneys could prove particularly challenging, says Seth Laver at Goldberg Segalla.

  • How FTC Consumer Protection May Fare Under Reg Freeze

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    Attorneys at Crowell & Moring consider how President Donald Trump's executive order directing agencies to freeze all pending rulemaking activity may frustrate any Federal Trade Commission efforts to change or eliminate rules that made it across the finish line before the inauguration.

  • Critical Steps For Navigating Intensified OFAC Enforcement

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    The largely overlooked SkyGeek settlement from the end of 2024 heralds the arrival of the Office of Foreign Assets Control's long anticipated enhanced enforcement posture and clearly demonstrates the sanctions-compliance benefits of immediately responding to blocked payments, says Jeremy Paner at Hughes Hubbard.

  • AI Will Soon Transform The E-Discovery Industrial Complex

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    Todd Itami at Covington discusses how generative artificial intelligence will reshape the current e-discovery paradigm, replacing the blunt instrument of data handling with a laser scalpel of fully integrated enterprise solutions — after first making e-discovery processes technically and legally harder.

  • IP, Licensing, M&A Trends To Watch In Life Sciences This Year

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    2025 promises to continue an exciting trajectory for the life sciences industry, with major trends ranging from global harmonization of intellectual property to cross-border licensing activity and an increase of nontraditional financial participants in the mergers and acquisition space, say attorneys at Morgan Lewis.

  • When Innovation Overwhelms The Rule Of Law

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    In an era where technology is rapidly evolving and artificial intelligence is seemingly everywhere, it’s worth asking if the law — both substantive precedent and procedural rules — can keep up with the light speed of innovation, says Reuben Guttman at Guttman Buschner.

  • FTC Focus: Avoiding 'Gun Jumping' Violations

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    The Federal Trade Commission's recent record $5.6 million "gun jumping" enforcement action against XCL Resources, EP Energy and Verdun Oil sends a clear message about the seriousness of violations of the Hart-Scott-Rodino Act's premerger requirements, and highlights compliance tips such as avoiding premature integration of operations, say attorneys at Proskauer.

  • Losing A Motion To Dismiss Ruling Isn't Necessarily The End

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    A recent Delaware Court of Chancery ruling, that the Manti Group had not demonstrated any conflicts of interest favoring private equity fund operator The Carlyle Group, serves as an important reminder that a decision on a pleading motion is not the end of the story, say attorneys at Sidley.

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