Chris Sheaffer

DiCello Levitt Partner Gregory Asciolla, chair of our Antitrust and Competition Litigation Practice Group and managing partner of our New York office, has been appointed Co-Lead Counsel in a groundbreaking nationwide antitrust class action against leading tire manufacturers. Last week, the U.S. District Court for the Northern District of Ohio named Greg End-Payor Plaintiffs' Interim Co-Lead Counsel in this significant multidistrict litigation.   DiCello Levitt initiated this class action in February 2024, alleging that major tire manufacturers, including Continental, Goodyear, Bridgestone, Michelin, and Pirelli, conspired to inflate the prices of replacement tires for passenger vehicles, vans, trucks, and buses. Our complaint noted a concerning 21.4% increase in tire prices in 2021 and 2022 alone, far exceeding core inflation.   "The alleged conspiracy to raise prices of replacement tires forced consumers to pay considerably higher prices for their tires—a purchase vehicle owners usually can't afford to postpone due to imminent safety concerns," said Greg.   To learn more about how this case represents a pivotal moment in antitrust enforcement and consumer protection, read more: https://bit.ly/4bA3mS9

55

1 Comment

I'm excited to share some key insights from a recent keynote panel I moderated at the 12th annual Private Equity Forum hosted by Markets Group titled "Global Private Equity Investing." The discussion with industry experts was illuminating. Here are some of my takeaways: 📈 Market Recovery Signs: The PE landscape is showing signs of resilience with deal activity finding its footing and capital markets on the upswing. 🔍 Importance of Management: Opportunities in PE are often driven by effective management and the unique motivations of founders. 🌱 Long-Term Focus: Investors would do well to keep their eyes on long-term structural trends instead of getting distracted by short-term buzz. 💰 DPI is the New IRR: There's a noticeable pivot toward Distributions to Paid-In Capital (DPI) ratio as liquidity becomes a heightened priority for investors. Thank you to the panelists - Peter Cornelius, Sean Ward, Fanglu Wang, Vincenzo La Ruffa, and Arslan Mian - for such an engaging discussion.

53

2 Comments

Worldwide M&A activity totaled U.S. $1.5 trillion during the first half of 2024, an 18% increase compared with the same period one year ago. U.S. M&A activity totaled $813.1 billion, an increase of 39% compared with the first half of 2023.

1

U.S. law firm Simpson Thacher & Bartlett LLP and Japan’s firm Anderson Mori & Tomotsune are advising global investment giant Blackstone on its $1.74 billion (275.8 billion yen) bid to take private Japanese digital comic distributor Infocom, which has hired TMI Associates to represent it. The tender offer will amount to 141.4 billion yen, Infocom said. The company's current parent, Teijin, separately said it will sell all of its 58 percent stake in Infocom for 134.4 billion yen in a share buyback after the buyout is completed, according to Reuters. The Infocom deal marks the largest private equity transaction in Japan this year, Blackstone said in a statement. Key lawyers involved: AMT: Kazuaki Tobioka STB: Anthony King, Sonya Ho, Tiffany Cho-Yun Shih, Shahpur Kabraji Find out more from Nimitt Dixit: https://lnkd.in/gr-8n-Hh

30

DELAWARE’S SUPREME COURT UPHOLDS HIGHER STANDARD OF REVIEW FOR M&A TRANSACTIONS As previously reported by Valerm Law Group, the Supreme Court for the State of Delaware had decided to review In Re Match Group, Inc. Derivative Litigation, No. 368,2022, a pivotal case that could have far-reaching implications for corporate dealmaking and the rights of minority investors in transactions involving controlling stockholders. The case involved the dating site Match.com and its spinoff from IAC/Interactive Corp (“IAC”). The central issue was the legal standard that corporate leaders must meet to defend a transaction as "entirely fair," with a focus on whether it should require both the setup of an independent special committee and majority approval from unaffiliated investors. The legal framework under scrutiny is known as the "MFW" doctrine, established in 2014 in Kahn v. M & F Worldwide Corp., 88 A.3d 635 (Del. 2014). Originally designed for "squeeze-out" or "freeze-out" transactions where controlling stockholders unilaterally set the buyout price, this standard is now being applied to a broader range of deals, including CEO compensation decisions and consulting agreements with affiliates. IAC advocated for a change in this legal standard, suggesting that either setting up a special committee or obtaining majority approval should suffice, rather than both. On April 4, 2024, Delaware’s Supreme Court concluded that in a controlling stockholder transaction where the controlling stockholder stands on both sides and receives a non-ratable benefit, the presumptive standard of review is entire fairness. The controlling stockholder can shift the burden of proof to the plaintiff by properly employing both a special committee and an unaffiliated stockholder vote, as required by MFW. But use of just one of those procedural devices does not change the standard of review from entire fairness to business judgment. The Court explained that its prior precedents, including Tremont II, Emerald Partners, Levco, and Ams. Mining, have consistently held that entire fairness is the standard of review for controlling stockholder transactions involving a non-ratable benefit, even if an independent committee negotiates the deal. The Court rejected the defendants’ argument that "traditional principles" allow business judgment review with just one procedural device, finding this unsupported by precedent. The second issue was whether the defendants satisfied the MFW framework. The Court agreed with the Court of Chancery that one member of the separation committee, lacked independence. However, the Supreme Court held that under MFW, all members of the special committee must be independent, not just a majority. The Court found the plaintiffs adequately alleged that the separation committee was not independent, and therefore the defendants did not satisfy the MFW requirements to invoke business judgment review. #Corporate&TaxLawyers

3

On the latest episode of his podcast, Quinn Emanuel Chairman & Founding Partner John B. Quinn is joined by Kimberly E. Carson, Partner in Quinn Emanuel’s New York Office. They discuss the FTC’s recent rule banning contractual noncompete provisions in employment agreements nationwide. Kimberly explains that the new rule bans employers from enforcing existing noncompete provisions, entering new noncompete provisions, and representing that workers are subject to noncompete provisions. She also explains the exceptions to the new rule for existing noncompete provisions with senior executives who have final authority to make significant policy decisions, non-competes connected to the bona fide sale of a business, claims that have already accrued, and good faith mistakes about the applicability of the new rule. They also discuss the lawsuits that have been filed challenging the FTC’s new rule contending that the ban exceeds the FTC’s statutory authority, is impermissibly retroactive, and is supported by limited evidence and a flawed cost/benefit analysis. The court hearing these challenges has indicated it intends to rule on a preliminary injunction motion on July 3, 2024, before the rule would go into effect on September 3, 2024. Finally, they discuss some other avenues, other than non-competes, that companies have to protect their goodwill, trade secrets and investments including trade secret litigation, fixed duration contracts, provisions requiring employees to repay bonuses if they leave a company within a certain time, and “garden leave” provisions under which employees stay on the company payroll and are still subject to contractual and fiduciary duties for a time period after they are fired or resign.   Spotify: https://lnkd.in/ebitKzHx   Apple: https://lnkd.in/eH8VceNe   Website: https://lnkd.in/dDKEGJDN

24

The Hogan Lovells Silicon Valley Tech M&A team led by @Richard Climan, @Keith Flaum, @Jane Ross and @Jalpit Amin were recognized by Legal 500 US 2024 in the category M&A: Large Deals ($1bn+). “‘The team is a tech-M&A force of nature. There is no better team for this type of work than … the Silicon Valley M&A group. They work on the biggest, most groundbreaking (and complex) deals in the market and are an absolute powerhouse. The fact that they are such a pleasant team sometimes makes the targets of our acquisitions not realize that we are winning all of the points during the negotiation. Combine their incredible M&A prowess with the strength of their IP and regulatory practices, and they can’t be beat. This is the firm you want a deep relationship with.’” - Legal 500 US 2024 (client quote) @Richard Climan and @Keith Flaum were named as Leading Lawyers and @Jalpit Amin was named as a Rising Star in this category. #mergersandaquistions #legal500 #leaders #risingstar

33

Jeffrey A. Galant, Counsel to Meltzer, Lippe, Goldstein & Breitstone, LLP wrote an insightful article published in The New York Law Journal titled “Planning Ahead for Tax Liabilities.” A noteworthy aspect of such planning, and the focus of this article, is the benefit of planning in advance for the relief from certain federal income tax liabilities potentially available to a married couple who reside together. Read the full article here: https://bit.ly/4cN5EhC.

13

Hosts Greg Norman and Abigail Reeves present another episode of “The Preferred Return” podcast, this time focusing on considerations for first time funds, including setting up a fund manager, building a team, determining fund structure, and other areas crucial to spin-outs and teams starting a new venture. Subscribe to The Preferred Return on Apple Podcasts, Spotify or anywhere else you listen to podcasts. #investmentmanagement #assetmanagement #spinouts #europe

32

Gearing up for #climate disclosure rules and AI-backed government #enforcement. Plus the board’s critical role in a spin-off, full disclosure about conflicts and how #directors can engage #shareholders. All in this issue of The Informed Board. #ai #artificialintelligence #esg #boardsofdirectors #corporategovernance #capitalmarkets #mergersandacquisitions

22

Our Co-founder and Partner Scott Yaccarino shares with The American Lawyer his take on "super" tier law firm partner compensation, suggesting that such compensation systems are trending in both elite and mid-market law firms. "It is absolutely a part of the bigger story of a rapidly evolving market, with respect to partner retention, partner recruiting, and a necessary adjustment to compensation models to accomplish both of those things." #legalindustry #lawfirms #lawfirmleadership #lawfirmlife #biglaw #legalrecruitment #legalcareers #lawcareers

4

BLB&G is proud to announce our participation in the upcoming American Bar Association International Law Section 2024 Annual Conference, taking place May 7 – 10.   With a theme of “The Power & Progress of International Law,” this four-day conference promises to be a dynamic exchange of insights and expertise in the field of international law.   During the conference, BLB&G's Catherine V., James Harrod, and Lauren Ormsbee will engage in discussion panels covering investor rights in the United States, global class action litigation trends and cybersecurity and safety. For more information and to register, click below. #InternationalLaw #SecuritiesLitigation

29

In an interview with Bloomberg Law, Lowenstein Chair and Managing Partner Gary Wingens and Chief Operating Officer Michael Caplan discuss the firm's strategic plan to increase both the firm’s headcount and productivity, and to harness the power of AI to transform how legal work is done. Read the full article: https://bit.ly/3WbYJcC #lawfirms #artificialintelligence #legaltech #legalinnovation #aiinnovation #lawyers

64

1 Comment

Shareholder and M&A litigation issues have been at the forefront of several notable cases in the Delaware courts and others, including the U.S. Supreme Court. In our 2024 Securities, Shareholders, and M&A Litigation Outlook, we dissect the trends and decisions that emerged in 2023 and look ahead at what to expect in this year. Watch the video below for a preview. You can find the full analysis here: https://lnkd.in/eQyNH-ZJ #Litigation #Securities #Shareholder #MergersAndAcquisitions

19

In Cahill’s most recent memo, partner Helene Banks, senior attorney Lynn Schmidt, and associates Kaitlin Flores and David Fuchs published, “SEC Pauses Implementation of Recently Announced Climate-Related Disclosure Requirements for Public Companies Amidst Consolidated Judicial Review.” In light of recent challenges, the SEC has voluntarily delayed implementing its new rule, adopted on March 6, 2024, which includes a comprehensive package of climate disclosure requirements that, after a phase-in period, would require extensive climate–related disclosures by public companies and foreign private issuers. The focus of the new requirements is on material climate-related risks, financial impacts of severe weather events and, for certain registrants, Scope 1 and Scope 2 greenhouse gas (“GHG”) emissions if material. Click here to learn more: https://lnkd.in/eRPHEtKS

11

The New York Appellate Division, Second Department recently issued a noteworthy decision concerning how to evaluate the enforceability of a restrictive covenant, such as a covenant not to compete, in an ordinary commercial contract. In a new #ClientAlert, Partners Peter Shapiro and Adam Hoffman explore the implications of the #appeals court's ruling in Twitchell Tech. Prods., LLC v. Mechoshade Sys., LLC, which applied a "rule of reason" analysis aimed at balancing the competing public policies in favor of robust competition and freedom to contract. Read the full alert on our website. #BusinessLaw #CommercialLaw #CommercialContracts #AppellateLaw #NewYorkLaw

23

1 Comment