Week Ahead in Mergers and Acquisitions: Nov. 1, 2021

(Reuters) – Here are some upcoming events of interest to the M&A law community.

Monday, Nov. 1

3:30 p.m. – An Inovalon Holdings Inc shareholder will ask Chancellor Kathaleen McCormick to fast track its suit seeking to block a shareholder vote on the health care technology company’s $7.3 billion acquisition by a group of private equity firms. The shareholder, Steamfitters Local 449 Pension Fund, accused the company of failing to disclose certain information about the merger. Inovalon has denied wrongdoing.

The case is Steamfitters Local 449 Pension Fund et al v. Inovalon Holdings Inc et al, Delaware Court of Chancery, No. 2021-0914. For the shareholder: Domenico Minerva of Labaton Sucharow; and Jeremy Friedman and David Tejtel of Friedman Oster & Tejtel. For Inovalon: Blair Connelly and Kristin Murphy of Latham & Watkins.

Tuesday, Nov. 2

10 a.m. – Noble Energy’s board will ask Vice Chancellor Sam Glasscock III to dismiss a former shareholder’s suit accusing it of approving the energy company’s sale to Chevron Corp for an “inadequate” price through an allegedly “unfair” process. The board members have denied the allegations.

The case is Stephanie Galindo et al v. David L Stover et al, Delaware Court of Chancery, No. 2021-0031. For Galindo: Juan Monteverde of Monteverde & Associates. For the board: Robert Harrell, Charles Kelley, Joseph De Simone and Michael Rayfield of Mayer Brown.

1:30 p.m. – Mortgage startup Better Holdco and blank check company Aurora Acquisition Corp will ask Vice Chancellor Morgan Zurn to dismiss a Better shareholder’s suit over the companies’ $7.7 billion merger. Pine Brook Capital Partners II LP has challenged Better’s right to repurchase the shareholder’s stake at a low price. The companies deny wrongdoing.

The case is Pine Brook Capital Partners II LP v. Better Holdco Inc et al, Delaware Court of Chancery, No. 2021-064. For Pine Brook: Scott Musoff of Skadden, Arps, Slate, Meagher & Flom. For Aurora: Peter Tomczak and L. Andrew Riccio of Baker McKenzie. For Better: Jonathan Pickhardt and Rex Lee of Quinn Emanuel Urquhart & Sullivan.

Wednesday, Nov. 3

11:10 a.m – Shire Pharmaceuticals LLC will ask the Delaware Supreme Court to reverse a lower court’s finding that the company violated its agreement to purchase an experiment drug by failing to make a milestone payment. Shire claims that it doesn’t owe the drug’s seller, FerroKin BioSciences Inc., a $45 million payment because the drug’s potential to cause cancer prevented the completion of human trials.

The case is Shire US Holdings v. Shareholder Representative Services LLC, Delaware Supreme Court, No. 170-2021. For Shire: Donald Verrilli Jr. and Ginger Anders of Munger, Tolles & Olson; and Timothy Mungovan and Colin Cabral of Proskauer Rose. For SRS: Stuart Gasner of Keker, Van Nest & Peters and David Frederick of Kellogg Hansen Todd Figel & Frederick.

Thursday, Nov. 4

1 p.m. – The American Bar Association will host a webinar titled “New Agency Leadership: Antitrust Enforcement Outlook,” to discuss how the new U.S. antitrust leadership will influence enforcement. The event will be moderated by Erica Weisgerber of Debevoise & Plimpton. Speakers include Gail Levine of Mayer Brown; Bernard Nigro Jr. of Fried Frank Harris Shriver & Jacobson; and Daniel Sokol of the USC Gould School of Law. For more information, click here.

2 p.m. – CFI Software will ask Magistrate Judge Sherry Fallon in Wilmington, Delaware to dismiss a suit accusing the software company of breaching a 2013 agreement to sell its stake in customer experience technology company ForeSee Results Inc. to the Answers Corp, which operates Answers.com. Verint Americas Inc, which purchased ForeSee from Answers in 2019, says that CFI’s is violating the 2013 contract by filing federal lawsuits against Forsee over allegedly unfair competitive practices.

The case is Verint Americas Inc. v. Fornell et al, U.S. District Court for the District of Delaware, No. 1:21-cv-00674. For Verint: C. Lee Wilson of Jones Day. For Fornell: Margaret DiBianca of Clark Hill; and Justin Callaway and Sally Daugherty of Salmon, Ricchezza, Singer & Turchi.

(UPDATE: This story has been updated with proceedings occurring on Nov. 1 and Nov. 2.)

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

Sierra Jackson

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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