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Mergers & Acquisitions
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July 29, 2025
4th Circ. Rejects BofA's Claim Of Tax Offsets After Mergers
Bank of America cannot use its tax overpayments to offset interest on tax underpayments by Merrill Lynch just because the two companies later merged, the Fourth Circuit affirmed Tuesday in a $163 million case that affects more than 20 years' worth of tax adjustments.
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July 29, 2025
5 Firms Lead $2.48B Sale Of Piedmont Natural Gas' Tenn. Biz
Duke Energy on Tuesday announced plans to sell its Piedmont Natural Gas Tennessee local distribution business to natural gas company Spire Inc. in a $2.48 billion all-cash deal that was built by five law firms.
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July 29, 2025
4 Firms Drive $250B Norfolk, Union Pacific Mega Deal
Union Pacific Corp. and Norfolk Southern Corp. on Tuesday announced plans to combine in a megamerger that will create the country's first transcontinental railroad boasting a combined enterprise value of approximately $250 billion, but which will also likely draw antitrust scrutiny.
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July 29, 2025
Baker Hughes Inks $13.6B Chart Buy, Topping Flowserve Deal
Energy technology firm Baker Hughes said on Tuesday it will acquire natural gas equipment maker Chart Industries in a $13.6 billion all-cash transaction, superseding a previously announced all-stock megamerger between Chart and Flowserve Corp.
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July 29, 2025
Shareholders Of Just Eat Get More Time To Accept €4.1B Offer
Dutch investment group Prosus said Tuesday that it has given the shareholders of Just Eat Takeaway more time to accept its €4.1 billion ($4.7 billion) take-private deal as it waits for the European Commission to clear its antitrust concerns.
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July 28, 2025
UpHealth Moves To Toss Glocal Ch. 11 Dispute
Bankrupt medical tech company UpHealth is urging a Delaware bankruptcy judge to nix a $200 million adversary proceeding launched by Glocal Healthcare in a bitter feud over an ill-fated merger, accusing the Indian digital healthcare services platform of bad faith through a pattern of delay and obfuscation.
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July 28, 2025
SEC Pushes $630K Penalty Against Atty In Stock Fraud Suit
The U.S. Securities and Exchange Commission renewed its motion Monday for a more than $630,000 civil penalty and final judgment against securities attorney Henry Sargent, after years of litigation in Massachusetts federal court alleging he orchestrated a sham merger, saying Sargent "has never recognized the wrongfulness of his conduct."
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July 28, 2025
Newly Public Crypto Platform Tron Files Plans To Raise $1B
Crypto platform Tron on Monday filed plans with the U.S. Securities and Exchange Commission to raise $1 billion over time, making preliminary plans for future capital raises following its public listing on Nasdaq through a reverse merger.
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July 28, 2025
Berlusconi's MFE Boosts ProSieben Takeover Bid To $2.4B
MFE-MediaForEurope said Monday it is raising its offer for ProSiebenSat.1 Media SE, valuing the German broadcaster at roughly €2.01 billion ($2.4 billion) as the Berlusconi family-backed media group seeks to expand its European media footprint.
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July 28, 2025
Broker's Countersuit Says Ex-Worker Tried To Poach Clients
An insurance brokerage being sued by an ex-employee who says his former boss broke a promise to sell him a local agency alleges in its own Pennsylvania state court lawsuit that the employee had actually been scheming to steal clients from the brokerage and take them to a new firm.
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July 28, 2025
Fired FTC Dem Urges DC Circ. Not To Pause Reinstatement
A Democratic member of the Federal Trade Commission who was fired by the president is urging the D.C. Circuit not to pause a lower court order calling for her reinstatement while the administration appeals, saying the administration has little chance of success.
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July 28, 2025
Catching Up With Delaware's Chancery Court
A Delaware vice chancellor last week sent several coordinated derivative suits seeking millions of dollars in damages from AT&T to trial and also chose a boutique firm to lead a potential "blockbuster" suit challenging a take-private deal of a sports and entertainment group after "heated" attacks between competing counsel.
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July 28, 2025
Merger Settlements Return As Enforcers Keep Busy
The first half of 2025 saw a string of settlements by the Federal Trade Commission and the U.S. Department of Justice allowing mergers to move forward, a marked shift from the prior administration.
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July 28, 2025
NiCE Acquiring Cognigy In $955M Agentic AI Deal
New Jersey-based NiCE, a global provider of AI-powered customer experience platforms, said Monday it has agreed to acquire Cognigy, a leader in conversational and agentic AI, in a deal valued at approximately $955 million.
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July 28, 2025
Sidara Gets More Time To Make Bid For John Wood
Engineering consultancy Wood Group said Monday that its Asian rival Sidara has been given more time to finalize its approximately £242 million ($324 million) takeover proposal, after the Scottish company missed out on offers of up to £1.6 billion in 2024.
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July 28, 2025
KKR Plugs AU$500M Into Australian Renewable Energy Biz
Private equity giant KKR on Monday said that it has agreed to invest AU$500 million ($326.3 million) into Australian renewable energy company CleanPeak Energy to help it grow its distributed energy platform.
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July 28, 2025
Freshfields, White & Case, Sidley Guide $3B Vaccine Biz Buy
Private equity firms Nordic Capital and Permira said Monday they will buy Bavarian Nordic for 19 billion Danish kroner ($3 billion) in cash to turn the vaccine developer into a global heavyweight as a private company.
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July 28, 2025
Paul Hastings Lands King & Spalding Energy Pro In Houston
Paul Hastings LLP announced Monday that it has fortified its mergers and acquisitions and private equity platform with an energy partner in Houston who came aboard from King & Spalding LLP.
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July 25, 2025
OpenAI Urges 9th Circ. To Ax Injunction In Trademark Dispute
OpenAI has asked the Ninth Circuit to vacate an injunction temporarily blocking it from using the trademark associated with acquired competitor IO Products Inc., slamming the litigation as a "transparent attempt to exploit the recent merger announcement."
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July 25, 2025
Sports & Betting Cases To Watch In The Second Half Of 2025
Certain court cases have become staples on both the midyear and end-of-year must-watch lists in sports and betting at Law360. One that seemed best positioned to finally fall off the list, as it turns out, is far from over: the multibillion-dollar NCAA settlement regarding name, image and likeness payments and revenue sharing with hundreds of thousands of college athletes. A handful of other suits from past years will also continue to bear watching through the end of 2025.
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July 25, 2025
NGM Biopharma Investors Take $6M Deal To End Sale Suit
The Column Group and former stockholders of NGM Biopharmaceuticals have agreed to settle for $6 million a Delaware Court of Chancery lawsuit challenging NGM's $135 million, $1.55-per-share sale to The Column Group, its pre-deal venture capital controller.
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July 25, 2025
Chancery Tosses UpHealth Affiliate's Suit For SPAC Damages
Pointing to "numerous defects" in the complaint, a Delaware vice chancellor on Friday tossed every count in a suit filed by investors who alleged they were misled in the run-up to a multi-business special purpose acquisition company deal to take public now-bankrupt UpHealth Holdings and Cloudbreak Health.
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July 25, 2025
District Court Won't Pause Block Of FTC Dem's Firing
A D.C. federal court refused to stay its order reinstating a Democratic member of the Federal Trade Commission after finding she was illegally fired by the Trump administration, although the D.C. Circuit has already put the order on hold.
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July 25, 2025
Latham, Sidley Advise Deal In $5B Power Infrastructure Push
Latham & Watkins LLP and Sidley Austin LLP advised ArcLight Capital Partners' acquisition of power developer and manager Advanced Power in an investment that could grow to more than $5 billion over the next five years based on AI and data center infrastructure demand.
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July 25, 2025
Rising Star: Davis Polk's Michael Gilson
Michael Gilson of Davis Polk & Wardwell LLP advised Altair Engineering Inc. through its $10 billion acquisition by Siemens, guided AssetMark Inc. through its $2.7 billion acquisition by private equity firm GTCR and also helped steer Elliott Management through its €1.2 billion ($1.4 billion) sale of the soccer team AC Milan to RedBird Capital Partners, earning him a spot among the mergers and acquisitions practitioners under age 40 honored by Law360 as Rising Stars.
Expert Analysis
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10 Arbitrations And A 5th Circ. Ruling Flag Arb. Clause Risks
The ongoing arbitral saga of Sullivan v. Feldman, which has engendered proceedings before 10 different arbitrators in Texas and Louisiana along with last month's Fifth Circuit opinion, showcases both the risks and limitations of arbitration clauses in retainer agreements for resolving attorney-client disputes, says Christopher Blazejewski at Sherin and Lodgen.
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Series
Power To The Paralegals: The Value Of Unified State Licensing
Texas' proposal to become the latest state to license paraprofessional providers of limited legal services could help firms expand their reach and improve access to justice, but consumers, attorneys and allied legal professionals would benefit even more if similar programs across the country become more uniform, says Michael Houlberg at the University of Denver.
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Key Digital Asset Issues Require Antitrust Vigilance
As the digital assets industry continues to mature and consolidate during Trump 2.0, it will inevitably bump up against the antitrust laws in a new way, with potential pitfalls related to merger reviews, conspiratorial or monopolistic conduct, and interlocking directorates, say attorneys at Crowell & Moring.
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10 Soft Skills Every GC Should Master
As businesses face shifting regulatory and technological uncertainty, general counsel will need to strengthen certain soft skills to succeed, from admitting when they make a mistake to maintaining a healthy dose of dispassion, says Douglas Brown at Manatt.
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How Proxy Advisory Firms Are Approaching AI And DEI
Institutional Shareholder Services' and Glass Lewis' annual updates to their proxy voting guidelines reflect some of the biggest issues of the day, including artificial intelligence and DEI, and companies should parse these changes carefully, say attorneys at Cahill Gordon.
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An Unrestrained, Bright-Eyed View Of Legal AI's Future
Todd Itami at Covington offers a bright-eyed, laughing-all-the-way, skydive look at what the legal industry could look like after an artificial intelligence revolution, which he believes may happen much sooner and more dramatically than we expect.
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Tracking The Evolution In Litigation Finance
Despite continued innovation, litigation finance remains an immature market with borrowers recieving significantly different terms as lenders learn to value cases, which firms need a strong handle on to ensure lending terms do not overwhelm collateral value, says Robert Wilkins at Lightfoot Franklin.
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Keys To Regulatory Diligence In Life Sciences Transactions
Conducting effective regulatory due diligence for life sciences deals requires careful review of a target company's activities, and separate sets of considerations for commercial and pipeline products, says Anna Zhao at GunnerCooke.
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Series
Volunteer Firefighting Makes Me A Better Lawyer
While practicing corporate law and firefighting may appear incongruous, the latter benefits my legal career by reminding me of the importance of humility, perspective and education, says Nicholas Passaro at Ford.
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Calif. Antitrust Laws May Turn More Zealous Than US Regs
California is poised in the next 18 months to significantly expand its antitrust laws, broadening the scope of liability and creating a premerger review process that could be more expansive than review under the Hart-Scott-Rodino Act, say attorneys at Munger Tolles.
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E-Discovery Quarterly: The Perils Of Digital Data Protocols
Though stipulated protocols governing the treatment of electronically stored information in litigation are meant to streamline discovery, recent disputes demonstrate that certain missteps in the process can lead to significant inefficiencies, say attorneys at Sidley.
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A Look At M&A Trends In An Uncertain Deal Environment
Dealmakers are adopting more cautious and deliberate merger and acquisition practices, such as earnout agreements, joint ventures and strategic partnerships that mitigate risk and bridge valuation gaps, amid the slower pace so far in 2025, says Louis Lehot at Foley & Lardner.
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Series
Law School's Missed Lessons: Preparing For Corporate Work
Law school often doesn't cover the business strategy, financial fluency and negotiation skills needed for a successful corporate or transactional law practice, but there are practical ways to gain relevant experience and achieve the mindset shifts critical to a thriving career in this space, says Dakota Forsyth at Olshan Frome.
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FTC Focus: Synthetic Data Yields Antitrust Considerations
Attorneys at Proskauer explore the burgeoning world of synthetic data, the antitrust implications involved, the Federal Trade Commission's role in regulating this space and practical takeaways from these emerging issues.
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Opinion
Slater Heralds Return To US Antitrust Norms, Innovation
Under recently confirmed Assistant Attorney General Gail Slater, the Antitrust Division of the U.S. Department of Justice can fulfill President Donald Trump's objective to reestablish American economic dominance on the global stage while remaining faithful to antitrust's core principles, says Ediberto Roman at the Florida International University College of Law.