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Week Ahead in Mergers and Acquisitions: Oct. 18, 2021

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  • Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates
  • Bernstein Litowitz Berger & Grossmann LLP
  • Vinson & Elkins LLP
  • Davis Polk & Wardwell LLP
  • Friedman Oster & Tejtel PLLC

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

Monday, Oct. 18

1:30 p.m. - Investment firms HIG Capital and Bain Capital will ask Vice Chancellor Lori Will to grant summary judgement in a suit challenging the fairness of three deals related to surgery centers operator Surgery Partners Inc. The transactions include HIG’s $502.7 million deal to sell its stake in Surgery Partners to Bain and Surgery Partners’ $760 million acquisition of National Surgical Healthcare. The investment firms have denied wrongdoing.

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The case is Colleen Witmer v. H.I.G 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 of Paul, Weiss, Rifkind, Wharton & Garrison.

Tuesday, Oct. 19

10 a.m. - The American Bar Association will host a panel called “Semiconductor Merger Reviews under US-China Trade Tensions,” to discuss the cause of delays in Chinese antitrust review of mergers in the semiconductor industry. 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 Offices; and Elizabeth Xiao-Ru Wang of Compass Lexecon. For more information, click here.

Wednesday, Oct. 20

10 a.m. - A former Regency Energy Partners shareholder will ask the Delaware Supreme Court to revive dismissed claims in a suit accusing Regency’s board of violating a partnership agreement by approving the energy company’s $18 billion merger with pipeline business 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 a.m. - Shareholder Representative Services, on behalf of the sellers of health plan company HealthSun, will ask Chancellor Kathaleen McCormick during a rescheduled hearing to grant its motion for summary judgement of a suit accusing Anthem Inc of preventing the release of escrowed 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 Shareholder Representative 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 a.m. - The Williams Cos will ask the Delaware Supreme Court to reverse a lower court’s ruling that the oil pipeline company board breached its fiduciary duty when it adopted 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 concern about potential shareholder activism.

The case is The Williams Companies, Inc et al. v. 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, Oct. 21

10:00 a.m. - Former shareholders of Chinese solar energy company JA Solar will argue to the 2nd U.S. Circuit Court of Appeals in New York to revive their lawsuit alleging the company and two officers defrauded investors by deflating the company's worth before a merger only to immediately relist the company in China with a much higher valuation.

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

Altimeo Asset Management: Jeremy Lieberman of Pomerantz

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

11 a.m. - Anthem Inc will ask Chancellor Kathaleen McCormick to dismiss a suit alleging that the health insurance provider has refused to release $50 million in escrowed funds as part of its acquisition of Medicare plan managers Freedom Health and Optimum Healthcare. Anthem has denied 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 Anthem: Glenn Kurtz of White & Case.

Friday, Oct. 22

1:00 p.m. - Fordham University School of Law will hold its annual symposium on corporate and financial law, focused on special purpose acquisition vehicles. The daylong symposium will examine SPACs' role in financial markets and "explore whether the current body of corporate and securities law is sufficient to regulate" the offerings. SEC Commissioner Hester Peirce will give the keynote speech.

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

Know of an event that could be included in Week Ahead in M&A? Contact Sierra Jackson at sierra.jackson@thomsonreuters.com

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Sierra Jackson reports on legal matters in major mergers and acquisitions, including deal work, litigation and regulatory changes. Reach her at sierra.jackson@thomsonreuters.com

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