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Endeavor Group’s decision to deny minority shareholders the ability to veto a $13 billion deal to take the entertainment conglomerate private marked the latest example of how controlling investors are risking lawsuits to avoid being asked to pay a higher deal price, our colleagues Anirban Sen and Tom Hals write.
More than 10 lawyers and bankers who spoke with Reuters said there is a growing realization that the financial benefit of depriving minority shareholders of a deal veto outweighs the legal risks. At least three other companies were taken private by majority shareholders over the last two years without seeking approval by minority investors. “(The shareholder vote) opens the door to an activist who can say, ‘I know you’re negotiating with the special committee, but now you’re going to negotiate with me, and I’m going to squeeze a second bite’,” said Phillip Mills, an M&A partner at Davis Polk.
Swedish bank Handelsbanken, which is suing Endeavor for selling itself too cheap, cited the omission of a shareholder vote in its lawsuit as evidence of the company trying to shortchange investors. Endeavor said in a regulatory filing last week it has also received shareholder requests seeking internal records of the deliberations on the deal. Endeavor and Silver Lake did not respond to requests for comment on the decision not to stage a shareholder vote on the deal.
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- The California bar shelved a plan to develop its own bar exam that can be administered online, a change the financially struggling organization projects would save as much as $4 million a year. The bar’s board of trustees withdrew from a meeting agenda a proposal to hire Kaplan North American to develop multiple-choice questions akin to what now appears on the Multistate Bar Exam.
- Attorney Sidney Powell conceded defeat in a failed lawsuit that claimed widespread voting fraud cost Donald Trump the 2020 election, after a federal appeals court denied her latest bid to avoid sanctions in the case. A U.S. appeals court panel earlier on Thursday said Powell and other lawyers who sued to overturn President Joe Biden’s victory in Michigan were risking potential new sanctions and must seek permission for future filings.
- Donald Trump’s lawyer Todd Blanche accused star witness Michael Cohen of lying at the former U.S. president’s trial about a phone conversation he claimed to have had with Trump about a hush money payment to a porn star shortly before the 2016 presidential election. The exchange took place during several hours of questioning by Blanche designed to cast Trump’s former fixer as a spiteful turncoat eager to see his former boss behind bars.
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That’s the number of Chinese cotton traders or warehouse facilities whose imports have been blocked from coming into the U.S., as part of the federal government’s effort to eliminate goods made with the forced labor of Uyghur minorities from the U.S. supply chain. The companies are the latest additions to the Ugyhur Forced Labor Prevention Act Entity List. The U.S. has restricted imports from 65 entities since the law was passed in 2021.
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Did Tesla bully Holland & Knight to squelch a friend-of-the-court brief by a Delaware law professor who was also a consultant at the firm? When that accusation surfaced earlier this week in a filing by retired University of Delaware professor Charles Elson, Elson said Holland & Knight told him in an email about Tesla’s purported threat to pull its work from the firm if Elson filed an amicus brief criticizing Tesla’s plan to reinstate CEO Elon Musk’s $56 billion pay package in a new shareholder vote. Elson didn’t include the email in his original filing, but Alison Frankel has now seen it. On its face, Frankel says, it seems to back Elson’s account — but in a late-breaking twist, Holland & Knight told Frankel that it included an “incorrect” account in the email. The firm continues to deny that it was pressured by Tesla.
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“The court repudiated the arguments of the payday loan lobby and made it clear that the CFPB is here to stay.“
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—Consumer Financial Protection Bureau spokesperson, in a statement following the U.S. Supreme Court’s ruling upholding the agency’s funding mechanism in a challenge brought by the payday loan industry. The 7-2 decision, led by Justice Clarence Thomas, handed a victory to the Biden administration and was a setback to the agency’s conservative critics. Justice Samuel Alito wrote a dissent that said the CFPB’s funding scheme lacked “any congressional control or oversight.” Alito said the Framers would be “shocked, even horrified.”
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- A New Mexico judge is expected to rule whether to throw out the involuntary manslaughter case against actor Alec Baldwin in the 2021 shooting of cinematographer Halyna Hutchins during filming of the Western movie “Rust.” Baldwin’s lawyers have filed motions to dismiss his indictment, alleging prosecutorial misconduct, a failure to show the actor committed a crime and destruction of evidence during testing of the gun Baldwin was using during a rehearsal on the film’s New Mexico set.
- U.S. District Judge Yvonne Gonzalez Rogers in Oakland, California, will hold a status conference with the plaintiffs lawyers and defense attorneys involved in the multidistrict litigation accusing major social media companies of developing and marketing apps that have led to widespread adolescent addiction. The court is expected to discuss pending efforts to dismiss claims. The litigation includes allegations lodged by states, school districts, consumers and other plaintiffs.
- In D.C. federal court, U.S. District Judge Amit Mehta will hold a scheduling conference in an antitrust lawsuit by “smart” mobile keyboard maker Fotobom Media accusing Google of stifling competition. The court in February ruled Fotobom can pursue claims for now that Google unlawfully has made exclusive deals to block Fotobom’s “Keyboard+” and other rivals from being preloaded on devices as the default smart keyboard. Google has denied the claims.
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Court calendars are subject to last-minute docket changes.
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- Alphabet’s Google said it is seeking a non-jury trial in the DOJ’s lawsuit accusing the advertising and search giant of anticompetitive practices in the online advertising marketplace. Google in a filing said the DOJ’s request for a jury trial breaks “with all historical precedent” and noted the DOJ itself has said the technical nature might be difficult for a prospective juror to understand.
- The 5th Circuit signaled it could throw out the Biden administration’s bid to force Texas to remove a floating barrier placed in the Rio Grande to deter illegal border crossings because the case may raise “political questions” shielded from court review. The en banc court asked for supplemental briefs one day after it heard oral arguments in an appeal by Texas of a judge’s ruling ordering the removal of the 1,000-foot-long barrier pending the outcome of the Biden administration’s lawsuit.
- T-Mobile US must face a proposed consumer class action challenging its $26 billion purchase of rival Sprint in 2020, after a court on Thursday turned down the telecom giant’s bid to appeal a key ruling that let the case move forward. T-Mobile had argued Verizon and AT&T consumers have no legal “standing” to sue over the completed merger. The appeals court in its order said development of the factual record will benefit consideration of the legal issues.
- A company that sells weighted sleep sacks for babies was sued in a proposed class action in Massachusetts federal court, amid ongoing controversy over whether the products are safe. A spokesperson for Nested Bean called the lawsuit “total garbage” and said the product is a safe and effective sleep tool used by millions of babies.
- Fossil fuel groups sued the U.S. Bureau of Land Management seeking to block a rule that will raise fees for oil and gas development on federal lands as a part of the U.S. government’s broader effort to boost returns and address environmental harms from drilling. The lawsuit was filed in Wyoming federal court.
- Outdoor clothing maker Patagonia told a California federal court that it resolved a lawsuit that accused retailer Nordstrom of selling counterfeit apparel. The companies said in a filing that they have signed a settlement agreement, but neither provided more information about the terms.
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- Baker Botts brought on Palo Alto-based IP partner Chao “Wendy” Wang from Perkins Coie. (Baker Botts)
- K&L Gates added corporate and M&A partner Daniel Fayock in Pittsburgh. He previously held in-house posts, including chief legal officer at aerospace supplier Arconic. (K&L Gates)
- Venable hired commercial litigation partner Brian Koosed in the firm’s D.C. and New York offices. Koosed was previously at K&L Gates. (Venable)
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The EU has been combating “greenwashing” through a series of regulatory measures that are slated to continue in its next legislative term, which will begin after the European Parliament elections in June 2024. Squire Patton Boggs’ Thomas Delille, Valerio Giovannini and Nina Herrera Barrios take a look at key provisions of the measures and what’s next. Read more.
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