Week Ahead in Mergers and Acquisitions: Oct. 18, 2021

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Here are some upcoming events of interest to the M&A legal community.

Monday October 18th

1:30 p.m. – Investment firms HIG Capital and Bain Capital will ask Vice Chancellor Lori Will to summarily judge the fairness of three deals related to surgery center operator Surgery Partners Inc.’s interest in Bain and Surgery Partners Surgery Partners to acquire National Surgical Healthcare for $ 760 million. The investment firms have denied wrongdoing.

The case is Colleen Witmer v HIG Capital et al., Delaware Court of Chancery, No. 2017-0862. For the shareholder: Jason Leviton from Block & Leviton. For HIG: Michael Carlinsky and Adam Abensohn from Quinn Emanuel Urquhart & Sullivan. For Bain: Lewis Clayton and Jessica Carey of Paul, Weiss, Rifkind, Wharton & Garrison.

Tuesday October 19th

10:00 am – The American Bar Association will host a panel entitled “Semiconductor Merger Reviews under US-China Trade Tensions” to discuss the reasons for the delays in the Chinese antitrust review of mergers in the semiconductor industry. The event will be moderated by Farrell Malone from Latham & Watkins. Speakers include Alinka Flaminia from Cadence Design Systems; Andrew Foster of Skadden, Arps, Slate, Meagher & Flom; Janet Hui of JunHe Law Firms; and Elizabeth Xiao-Ru Wang of Compass Lexcon. For further information, click here.

Wednesday October 20th

10:00 a.m. – A former Regency Energy Partners shareholder is due to ask the Delaware Supreme Court to revive dismissed claims in a lawsuit alleging Regency’s board of directors of violating a partnership agreement by advancing the $ 18 billion merger of the energy company with the pipeline business Equity Transfer Partner.

The case is Dieckman v Regency GP LP, Delaware Supreme Court, No. 92-2021. For the partner: Jeroen van Kwawegen and Edward Timlin von Bernstein Litowitz Berger & Grossmann; and Mark Gardy and James Notis from Gardy & Notis. For Regency GP: Michael Holmes, John Wander and Craig Zieminski of Vinson & Elkins.

11 a.m. – Shareholder Representative Services, on behalf of HealthSun’s vendors, will ask Chancellor Kathaleen McCormick, during a rescheduled hearing, to approve her motion for a summary judgment of a lawsuit accusing Anthem Inc of preventing the release of escrow funds. The sellers say they should have received the money as part of Anthem’s acquisition of HealthSun. Anthem denies the allegations.

The case is Shareholder Representative Serv LLC v ATH Holding Company LLC, Delaware Court of Chancery, No. 2020-0443. For SRS: A. Thompson Bayliss of Abrams & Bayliss. For ATH Holding Co: Glenn Kurtz from White & Case.

11:10 am – The Williams Cos will petition the Delaware Supreme Court to overturn a lower court ruling that the oil pipeline company’s board of directors violated their duty of loyalty by introducing an “extreme” poison pill to target shareholder activism during the COVID- 19 pandemic and prevent a global oil price war. The Williams Cos argues that the poison pill was a reasonable response to concerns about possible shareholder activism.

The case is The Williams Companies, Inc et al. v. Steven Wolosky et al., Delaware Supreme Court, No. 139-2021. For The Williams Cos: Andrew Ditchfield, Brian Burnovski and Mari Byrne from Davis Polk & Wardwell. For the shareholders: Mark Lebovitch from Bernstein Litowitz Berger & Grossmann; Jeremy Friedman and David Tejtel from Friedman Oster & Tejtel.

Thursday October 21

10:00 a.m. – Former shareholders of Chinese solar energy company JA Solar are set to argue in the U.S. 2nd appeals court in New York to reanimate their lawsuit alleging that the company and two officials defrauded investors by defrauding the company’s value Before a merger just reduced the company in China with a much higher valuation again.

The case is Altimeo Asset Management ODS et al. v JA Solar Holdings et al., No. 20-4268, 2nd Court of Appeals.

Altimeo Asset Management: Jeremy Lieberman from Pomerantz

For JA Solar: Bradley Klein from Skadden, Arps, Slate, Meagher & Flom.

11 a.m. – Anthem Inc will ask Chancellor Kathaleen McCormick to dismiss a lawsuit alleging that the health insurance company refused to provide $ 50 million in fiduciary funds to acquire Medicare plan managers Freedom Health and Optimum Healthcare to release. Anthem has denied wrongdoing.

The case is K&P Holding v ATH Holding, Delaware Court of Chancery, No. 2021-0396. For K&P: John Seaman from Abrams & Bayliss. For anthem: Glenn Kurtz from White & Case.

Friday October 22nd

1:00 p.m. – Fordham University School of Law is hosting its annual corporate and financial law symposium, focusing on purpose-built acquisition vehicles. The full-day symposium will examine the role of SPACs in the financial markets and “examine whether current corporate and securities law is sufficient to regulate the offerings”. SEC Commissioner Hester Peirce will give the keynote address.

(UPDATE: This story has been updated with additional court cases taking place Monday, Wednesday, and Thursday.)

Do you know of an event that could be included in Week Ahead in M&A? Contact Sierra Jackson at sierra.jackson@thomsonreuters.com

Sierra Jackson

Sierra Jackson reports on legal matters relating to major mergers and acquisitions, including deal work, litigation, and regulatory changes. You can reach them at sierra.jackson@thomsonreuters.com

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