Elon Musk, Microsoft Corp. and Broadcom Inc. spurred work for Big Law merger and acquisition attorneys even as overall activity slumped to lows rivaling the pandemic’s early days.
Dealmakers this year battled high inflation, Federal Reserve rate hiking and recession fears, along with global instability from the war in Ukraine. For some deals that did get done, the Federal Trade Commission is raising antitrust concerns, which brings uncertainty as to whether transactions will become final.
Still, law firms are reaping the benefits of the activity.
After months of back and forth and legal challenges, Elon Musk officially purchased the social media giant Twitter Inc. for $44 billion in October.
He followed through with his initial offer to buy the company in April for $54.20 a share, sidestepping a potentially contentious courtroom fight.
Skadden, Arps, Slate, Meagher & Flom represented Musk in the deal, while Simpson Thacher & Bartlett, Wachtell Lipton Rosen & Katz and Wilson Sonsini Goodrich & Rosati represented Twitter.
The will-he or won’t-he purchase of Twitter provided work beyond the deal end for law firms.
More than 70 lawyers—about 30 for Twitter, mostly from Wachtell, and about 20 for Musk, from Skadden and Quinn Emanuel Urquhart & Sullivan—were admitted to Delaware’s Chancery Court to represent Twitter and Musk as they prepared to wage an ultimately aborted takeover litigation battle.
In January, the X-box maker and owner of the Halo and Minecraft video game franchises struck an all-cash $69 billion takeover deal of Activision Blizzard, the maker of popular video game franchises such as Call of Duty and World of Warcraft.
The proposed merger is Microsoft’s largest ever and one of the 30 biggest acquisitions of all time.
Activision was represented by Skadden, while Microsoft turned to Osler Hoskin & Harcourt, Sidley Austin, Simpson Thacher & Bartlett, and Weil Gotshal & Manges.
The Federal Trade Commission sued to block the acquisition in early December, claiming that the tie-up would harm competition.
The in-house trial is set to begin on Aug. 2, 2023.
Two weeks after the FTC’s action, a group of gamers filed suit in San Francisco against Microsoft. The gamers asked the court to prohibit the merger, which they allege would give Microsoft power over the gaming industry to “foreclose rivals” and “further inhibit competition.”
Semiconductor maker Broadcom in May agreed to purchase cloud-computing company VMware for roughly $61 billion in what would be one of the largest technology deals in history. It currently stands as the largest deal of 2022.
Broadcom has long sought to become a force in corporate software and its proposed acquisition of VMware would make it less reliant on chips.
The deal has hit some regulatory speed bumps as European Union antitrust regulators launched a probe into it in late December.
Allen & Gledhill, Debevoise & Plimpton and Gibson Dunn & Crutcher advised VMware on the deal, while O’Melveny & Myer and Wachtell advised Broadcom. Cleary Gottlieb Steen & Hamilton served as antitrust counsel to Broadcom and Simpson Thacher represented private equity firm Silver Lake, the second-largest shareholder of VMware.
Cinncinati-based grocery store chain Kroger announced plans in October to acquire rival grocer Albertsons for roughly $24.6 billion.
If completed, it would be one of the largest U.S. retail transactions in years. The combined grocery giant would have more than 5,000 stores and 700,000 workers and annual revenue of $200 billion—enough to become a closer second to Walmart Inc.
Six law firms advised Albertsons on the deal, including Alston & Bird, Debevoise, Dechert, Jenner & Block, Wachtell and White & Case. Arnold & Porter Kaye Scholer and Weil Gotshal & Manges advised Kroger.
The companies proposed a divestiture plan in October ahead of FTC queries that would spin off as many as 375 stores under a new subsidiary called SpinCo. Last week, the FTC issued a second-request seeking more information on the deal, which could lengthen the antitrust review by months or years.
In its biggest-ever transaction, Amgen agreed to buy Horizon Therapeutics Plc for roughly $27.8 billion in December.
The deal will deepen the biopharmaceutical company’s treatments for autoimmune, inflammatory and rare diseases. It comes amid enormous pressure for big pharma and biotech companies to do more M&A, as the industry’s biggest companies have been sitting on piles of cash.
Sullivan & Cromwell and Irish law firm William Fry advised Amgen on the deal, and Dublin-based Horizon was represented by Cooley and Irish firm Matheson.
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