🧩 Big healthcare M&A is back

Also, Telsa's surprising interest in a coal miner

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We cover the big stories your colleagues are talking about, digests of the day's big litigation and corporate news, salary/bonus/layoff developments and interesting law firm and law school news. We keep it topical and direct so that you can go back to billing.

In today's Lookzy:

  • Big deals seem to return with a $16 billion healthcare acquisition

  • A billion dollar heavyweight drug bust

  • Tesla considered buying part of a mining company

  • Law firm M&A news

BIG HEALTHCARE M&A IS BACK

Law firms like big healthcare conglomerates for a reason: they buy things. Expensive things. Often.

The latest: Johnson & Johnson today announced that it agreed to acquire Abiomed Inc., a publicly-traded heart pump maker. The deal is structured as an all-cash tender offer valuing Abiomed at $16.6 billion. In addition, Abiomed shareholders will receive up to $35 per share in cash in a non-tradeable contingent value right (CVR) that is payable if certain commercial and clinical milestones are achieved.

The transaction represents the largest announced all-cash acquisition in the medtech sector to date.

This acquisition will fit in as part of Johnson & Johnson's previously announced consumer health spinoff, likely to occur in November 2023.

Cravath is representing J&J and Sullivan & Cromwell is representing Abiomed.

The Cravath team advising Johnson & Johnson includes Robert I. Townsend III, George F. Schoen, Sanjay Murti, Jin-Kyu Baek, Olivia Ya Huang, Joanna N. Melnick and Joanne Dynak, among other partners and associates among various specialty groups.

The SullCrom team advising Abiomed includes Matthew Hurd, Robert Downes, Miaoting (Mimi) Wu, Elizabeth Pompliano and Bailie Mittman, among other partners and associates among various specialty groups.

ECON SNAPSHOT

The difference between special bonuses and layoffs.

Tomorrow: The Fed will announce its latest rate decision, expected to be a 75 basis point raise. Stay tuned.

THE VERDICT

Arguing today's litigation news

SEC gag orders. A Manhattan federal judge called out the SEC for its practice of requiring defendants to give up the right to deny the SEC's accusations as a condition of settling.

DOJ monopolization win. A construction company executive pleaded guilty to monopolizing the market for highway crack-sealing services in Montana and Wyoming. This represents the DOJ's first win in a criminal monopolization case in more than 40 years.

Chegg exposed some sensitive details. The FTC accused Chegg, the online education platform, of exposing 40 million users' personal detail, including particularly sensitive details such as their religion, sexual orientation and disabilities.

XRP litigation. Coinbase filed an amicus brief in Ripple Labs' fair notice defense against the government. Ripple's ongoing litigation against the SEC is slowly nearing its end and represents one of crypto's biggest legal fights.

Heavyweight drug bust. The DOJ charged a former heavyweight boxer from Montenegro with trafficking over 22 tons of cocaine. 22 tons of cocaine is worth over $1 billion.

Generic trademarks. Apple sued the US Patent and Trademark Office after the USPTO refused to register a trademark for "Smart Keyboard" for being too generic.

Zuck under oath. Mark Zuckerberg is expected to testify in the FTC's case against Meta regarding its proposed acquisition of Within Unlimited.

THE DEAL

Wheelin' and dealin' today's corporate news

Book M&A rejected. A US judge blocked Penguin Random House's proposed $2.18 billion acquisition of Simon & Schuster on competition concerns.

Movie theater bankruptcy. Cineworld Group reached a bankruptcy settlement with its creditors after agreeing to a $20 million rent payment. This settlement allows the company to tap into $1.9 billion in Chapter 11 financing.

SEC staff running for the hills. Senate Republicans sent a letter to Gary Gensler asking why the SEC is bleeding employees. Staff are leaving at the highest pace in 10 years.

PE hungry for insurance. Verisk Analytics has agreed to sell its energy-consulting arm Wood Mackenzie to Veritas Capital for $3.1 billion due to pressure from Verisk investor DE Shaw and others. Davis Polk is representing Verisk and Gibson Dunn is representing Veritas.

Tesla wants to mine? Tesla reportedly considered buying up to a 20% stake in Glencore, a major miner of battery materials, according to The Financial Times. Tesla was unsure if Glencore's coal mining was compatible with its environmental goals, which caused the talks to cool down.

CS hires competitors to help restructure itself. Credit Suisse has asked 20 or more banks to help raise $4 billion through a rights offering to finance its restructuring plans.

BUSINESS OF THE FIRM

Firm Moves: 

  • Baker Botts hired Arman Kuyumjian from Holland & Knight as its new cross-border M&A practice leader in NY.

  • Former federal prosecutors Jason Mehta and Natalie Adams joined Foley & Lardner's Tampa office as partners.

  • Lyman Thai moved from Wilson Sonsini to Foley & Lardner as a partner in San Francisco.

Industry News:

  • Slaughter & May very generously announced that associates may turn off their video on Zoom calls taking place between the hours of 8pm and 8am and that associates need not check their emails between 10pm and 8am, all of course any of their work requires otherwise. Why do firms even make such announcements when every deal/case will indeed require otherwise?

  • Bloomberg Law published a profile of Elon Musk's top outside lawyer Alex Spiro, a partner at Quinn Emanuel, who is also currently serving as a sort of de facto general counsel at Twitter during the transition.

  • Perkins Coie announced that it acquired Kluk Farber, a NY-based boutique law firm focused on startup and VC work. Kluk Farber’s 12 lawyers and six business professionals will lead Perkins Coie’s New York ECVC practice.

BOILERPLATE

A man in LA faked being a lawyer for at least 5 years, stealing the identities of real lawyers in order to fool clients. Can you imagine wanting to fake being a lawyer?

Alright, back to billing. That's all, folks!