🧩 An activist shareholder who's actually nice

Also, will Quinn Emanuel lose $185 million in legal fees?

Lookzy: all your daily legal news in 0.1 billable hours. Litigation, deals, lateral moves and industry news; we cover it all.

Welcome to Lookzy. In today's Lookzy:

  • A low-ball offer prompts a nice activist shareholder to action

  • A $2.75 billion award thrown out over a $5,000 conflict of interest

  • Will Quinn Emanuel lose $185 million in legal fees?

  • Latest updates to bonus announcements

FEAR OF LOW-BALL OFFERS

Enterprise spending software Coupa Software is rumored to be considering a sale to Vista Equity Partners, the legendary SaaS PE company, and Coupa's shareholders are not happy.

Coupa’s largest shareholder, HMI Capital, warned the company’s board against accepting a low-ball offer from private equity firm Vista Equity Partners in a letter to the board now made public.

HMI Capital, which holds 4.8% of Coupa's stock, said it would oppose any deal that it believed undervalued the company and pegged its value at a minimum of $95 per share. Coupa is currently trading around $63 per share, down 60% this year.

HMI is confident that Coupa’s future is bright and believes that the company’s present valuation does not reflect this. In contrast to the normal negativity of activist investors, the letter praised Coupa’s management team and its CEO.

Stay tuned to find out whether HMI's public concerns change Coupa's inclination to take the money.

ECON SNAPSHOT

The difference between special bonuses and layoffs.

THE VERDICT

Arguing today's litigation news

Conflict of interest. SCOTUS declined to hear an appeal by Centripetal Networks Inc. to reinstate $2.75 billion in patent damages and royalties - the largest ever such award in the history of US patent law - to be paid by Cisco Systems Inc. The Appeals Court had reversed the trial court's damages award because the trial judge failed to recuse himself after learning that his wife owned Cisco stock worth... $4,688.

SPAC fail #1. After TradeStation Group Inc.'s proposed $1.43 billion public listing via SPAC was terminated earlier this year, the SPAC filed suit against TradeStation and its Japanese parent company in the DE Chancery Court.

SPAM defense. Google has hired Perkins, lead by partner Sunita Bali, to defend the company against a suit by the Republican National Committee claiming that Google is sending the RNC's emails to users spam folders.

Hard to make a buck. A US appeals court appears poised to prevent Quinn Emanuel from receiving a $185 million legal fee for work on behalf of a class of healthcare insurers that received $3.7 billion in a settlement with the US government. The appeals court judge questioned the trial court's order and criticized a Quinn attorney for their "aggressive" tone.

EU gets that Meta money. Meta faces a trio of EU privacy fines that could exceed $2 billion, a record.

COVID IP. Pfizer and BioNTech countersued Moderna in Boston federal court, seeking dismissal of Moderna's August suit which alleged that three of Moderna's patents were violated in the development of the COVID-19 vaccines.

THE DEAL

Wheelin' and dealin' today's corporate news

Credit thaw. A group of Wall Street banks led by BofA and Credit Suisse holding more than $6 billion in debt related to the September acquisition of Citrix by Vista Equity Partners and Elliott Management sold $750 million of that debt, using a recent thaw in credit markets as an opportunity to clean up balance sheets. These banks originally were forced to put in their own cash for this debt when credit funds refused to step in at the time of the buyout.

SPAC fail #2. Circle Internet Financial and Concord Acquisition Corp., a SPAC, mutually agreed to terminate their plans to take Circle, the issuer of the USDC stablecoin, public in a $9 billion deal. The SEC did not declare the SPAC's S-4 registration statement effective and the transaction timed out. Data shows that more than 55 SPAC transactions have been terminated this year alone.

Second Request. EQT Corp. disclosed that the company received a "second request" from the FTC for antitrust review of its proposed $5.2 billion purchase of Tug Hill's upstream and XcL's midstream oil and gas assets.

Saudi money. Saudi Crown Price Mohammed bin Salman ("MbS") is reportedly considering up to $500 million in Credit Suisse's new investment bank spinoff, CS First Boston (CSFB). Barclays is reportedly also interested in investing.

Scalp trade. PE firm CVC Capital Partners is reportedly considering selling computer accessories maker Razer, less than a year after buying the business for $3.2 billion.

Venture debt. A Bloomberg Law analysis shows that the number of 'covenant-lite' venture loans has increased dramatically over the last decade, from representing just 15% of loans in 2008 to 88% of loans this year.

BUSINESS OF THE FIRM

Lateral Moves: 

  • DLA Piper hired Patrick Bryan, the former enforcement and investigations director of the PCAOB.

  • Paul Hastings reportedly hired Weil Gotshal partner Morgan Bale.

  • Winston & Strawn has hired the former GC for the New York State Department of Financial Services, Richard Weber, as a partner for white collar, regulatory defense and investigations matters.

  • Manhattan DA Alvin Bragg hired Matthew Colangelo, who served as #3 in the DOJ last year and investigated former President Trump.

  • Incoming U.S. House of Representatives Minority Leader Hakeem Jeffries formerly worked in house for Viacom and CBS, practiced at Paul Weiss, clerked for SDNY Judge Baer and went to NYU Law.

Industry News:

  • Michael Avenatti was sentenced to 14 years in prison for stealing from four clients and ordered to pay $8 million in restitution; this sentence will be served after his current 5 year federal sentence is complete.

  • Jones Day seeks summary judgement and sanctions against two former associates married to one another, who are suing the firm for paternity leave discrimination, sex-based pay bias, and job retaliation.

  • Latest bonus updates: Baker McKenzie, Boies Schiller, Cravath, McDermott, Holwell Shuster, Skadden, Fried Frank, Cleary, Paul Weiss, Debevoise, Baker Botts, Paul Hastings, Hogan Lovells, Milbank, Freshfields, Ropes, Willkie, O'Melveny, Morgan Lewis, V&E and Cadwalader have all announced market bonuses (albeit some with added incentives for high billers or senior associates).

BOILERPLATE

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