Upcoming M&A Week: October 18, 2021

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  • Skadden, Arps, Slate, Meagher & Flom LLP and affiliates

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  • Bernstein Litowitz Berger & Grossmann LLP

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  • Friedman Oster & Tejtel SARL

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

Monday, October 18

1:30 p.m. – Investment firms HIG Capital and Bain Capital will ask Vice-Chancellor Lori Will to grant summary judgment in a combination challenging the fairness of three deals related to surgical center operator Surgery Partners Inc. The deals include HIG’s $ 502.7 million agreement to sell its stake in Surgery Partners to Bain and the acquisition of 760 million dollars from National Surgical Healthcare by Surgery Partners. The investment firms have denied any wrongdoing.

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

Tuesday October 19

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

Wednesday, October 20

10:00 am – A former shareholder of Regency Energy Partners will ask the Delaware Supreme Court to revive rejected claims in a lawsuit accusing Regency’s board of directors of violating a partnership agreement by approving the energy company’s $ 18 billion merger with pipeline firm Equity Transfer Partner.

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

11:00 a.m. – Shareholder Representative Services, on behalf of the vendors of health plan company HealthSun, will call on Chancellor Kathaleen McCormick at a postponed hearing to grant her motion for summary judgment of a combination accusing Anthem Inc of preventing the release of escrow funds. The sellers say they were supposed to receive the money as part of Anthem’s acquisition of HealthSun. Anthem has denied the allegations.

The case is the representative of shareholders 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 of White & Case.

11:10 am – The Williams Cos will ask Delaware Supreme Court to overturn lower court decision decision that the oil company’s board of directors breached its fiduciary duty by adopting an “extreme” poison pill to prevent shareholder activism during the COVID-19 pandemic and a global oil price war. The Williams Cos argues that the poison pill was a reasonable response to concerns about potential shareholder activism.

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

Thursday October 21

10:00 am – Former shareholders of Chinese solar energy company JA Solar will argue for the 2nd United States Court of Appeals in New York to revive their lawsuit alleging that the company and two officers defrauded investors by deflating the value of the company before a merger to immediately re-register the company in China with a much higher rating.

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

Altimeo Asset Management: Jeremy Lieberman de Pomerantz

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

11:00 a.m. – Hymn Inc will ask Chancellor Kathaleen McCormick to revoke a combination alleging that the health insurance provider refused to release $ 50 million in escrow funds as part of its acquisition of health insurance plan managers Freedom Health and Optimum Healthcare. Anthem has denied any wrongdoing.

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

Friday October 22

1:00 p.m. – Fordham University Law School will hold its annual conference in corporate and financial law, focused on ad hoc acquisition vehicles. The one-day symposium will examine the role of SPACs in financial markets and “explore whether the current body of corporate and securities law is sufficient to regulate” offerings. SEC Commissioner Hester Peirce will deliver the keynote address.

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

Do you know of an event that could be included in Week Ahead in M&A? Contact Sierra Jackson at [email protected]


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