Identifying and Mitigating Antitrust ‘Red Flags’ in Business Transactions in 2015 and Beyond
Business transactions between competitors, or suppliers and customers frequently raise antitrust issues. Mergers, acquisitions, joint ventures, IP licenses, and supply agreements all may present antitrust concerns. Often these issues are obvious to the parties before negotiations begin. In other cases they may not become apparent until late in the deal process or even after the transaction has closed. Early identification and management of deal related antitrust issues is often critical to the completion and success of the transaction, as well as the protection of the parties. The failure to identify and manage these issues can have serious and costly repercussions.
This program addresses red flags for corporate, in-house, and antitrust counsel to look for in deals that may be antitrust-sensitive. The panel will examine methods for identifying antitrust concerns early in the deal process; the preventive lawyering that corporate and antitrust counsel should practice to ensure that the deal’s antitrust issues do not become antitrust show stoppers; and examples of the fallout that can occur when the parties to a transaction fail to follow antitrust precautions.
James J. Calder, Partner
Katten Muchin Rosenman LLP
Antitrust Prevention During the Transaction Process:
- Managing and controlling the due diligence process in strategic deals to avoid the appearance or fact of improper information exchange;
- Gun jumping and improper coordination of competitively sensitive conduct prior to closing
- Document control – preventing the creation of bad documents and controlling the 4c creation process.
- Contracts Among Competitors
- Joint Ventures
- Competitor Supply or Outsourcing Agreements
- How to structure these agreements so that they are not anti-competitive, avoid the appearance of being anti-competitive, and do not provide a basis for on-going collusion or improper information exchange once the agreement is done and the parties are up and running.
Vanessa G. Jacobsen, Partner, Co-chair, Antitrust Group
Eimer Stahl LLP
- Industry Features Prone to Antitrust Concerns
- Collusion Red Flags
- Overview of the New Statement of Enforcement Principles Regarding “Unfair Methods of Competition” under Section 5 of the FTC Act
Jodie Williams, Senior Attorney
The Mogin Law Firm, P.C.
- The parties’ documents in merger/acquisition transactions with the agencies (what the agencies are looking for)
- 3rd parties’ documents in the same context
- The Defendants’ documents in broader collusion and price fixing cases
Who Should Attend:
- Antitrust Lawyers and Attorneys
- Attorneys General
- Litigation Officers
- Civil Litigators
- Chief Compliance Officers
- Financial Executives and Directors
- Financial Reporting Personnel
- Corporate Executives
- In-house Counsel
- Private and Public Companies
- Other related/interested Professionals and Organizations
James J. Calder devotes his practice to antitrust and competition law as co-head of Katten Muchin Rosenman LLP’s Antitrust and Competition practice.
James’ antitrust practice includes litigation, counseling and responding to government antitrust investigations. He handles matters involving price fixing, market allocation, group boycotts and other horizontal restraints; monopolization, intellectual property licensing and other intellectual property issues; industry-wide standard setting efforts; vertical restraints; distribution issues; and Robinson-Patman Act problems.
He represents parties to US and cross-border mergers and acquisitions. His M&A work includes substantive antitrust merger analysis, Hart-Scott-Rodino and foreign merger clearance compliance, defending merger investigations and negotiating resolutions in contested merger situations. He also provides antitrust representation in the structuring and operation of domestic and international joint ventures and other collaborative efforts among competitors.
James handles matters for clients in more than 40 industries, including apparel, athletic equipment, aviation, beer, builders hardware, chemicals, computer chip production, computer hardware and software, computer video games, consumer electronics, electrical carbon products, fertilizer additives, fine art dealing, freight forwarding, health care, industrial laundry and linen supply, medical devices, military electronics, milk, motion pictures, music publishing, pharmaceuticals, radio, recorded music, reinsurance, securities trading, soft drinks, textile machinery and television.
In addition to traditional antitrust matters, James advises on deceptive practices, misleading advertising, consumer protection and competitive tort issues.
James J. Calder devotes his practice to antitrust and competition law as co-head of Katten Muchin Rosenman LLP’s Antitrust and …
Vanessa G. Jacobsen is a partner at Eimer Stahl LLP and co-chairs the firm’s Antitrust Group. She has experience in a wide variety of commercial litigation and arbitration matters, with a particular focus on antitrust litigation, class action defense and agricultural cooperative law. She also has substantial experience prosecuting and defending breach of contract, fraud and business tort cases.
Competition Law360 recently selected Vanessa to serve on its Editorial Advisory Board. She also was appointed to the Legal, Tax and Accounting Committee of the National Council of Farmer Cooperatives and is a member of its Antitrust Subcommittee. Vanessa also is a member of the Antitrust and Litigation sections and the Business Torts Litigation Committee of the American Bar Association. In addition, she recently completed an appointment by the Supreme Court of Illinois to serve on the Special Supreme Court Committee on E-Business. She also is a member of the Seventh Circuit’s Electronic Discovery Committee.
Vanessa G. Jacobsen is a partner at Eimer Stahl LLP and co-chairs the firm’s Antitrust Group. She has experience in …
Jodie Williams is a senior associate with The Mogin Law firm, P.C. Her litigation practice focuses on antitrust, unfair competition, consumer protection and complex business litigation in federal and state court. Prior to joining The Mogin Law Firm, P.C., Ms. Williams worked as an associate with a prominent Southern California law firm focusing on complex business litigation, and was a Staff Attorney with the Federal Trade Commission, Bureau of Competition, from 2006 to 2011.
Some of Ms. Williams’ notable cases include: Kleen Products et al. v. International Paper et al., Northern District of Illinois Case No. 1:10-cv-05711; In re Foreign Exchange Benchmark Rates Antitrust Litigation, Southern District of New York Case No. 13-cv-07789-LGS; and Roos et al. v. Honeywell International Inc., San Francisco Superior Court Case No. CGC-04-436205; In the Matter of Pilot Corporation, et al. (FTC 2010); In the Matter of CRH plc et al. (FTC 2009); and FTC v. Paul L. Foster, et al. (D.N.M. 2007; FTC 2007).
Jodie Williams is a senior associate with The Mogin Law firm, P.C. Her litigation practice focuses on antitrust, unfair competition, …
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About Katten Muchin Rosenman LLP
Katten is a full-service law firm with more than 600 attorneys in locations across the United States and in London and Shanghai. Katten’s Antitrust and Competition attorneys have represented clients in more than 40 industries. We have handled diverse and challenging antitrust and competition problems for clients across a wide range of businesses, including health care, financial services, consumer products, manufacturing, energy, entertainment, insurance, pharmaceuticals, military and consumer electronics, media, paper and transportation services.
Katten attorneys handle the full range of antitrust engagements. We advise clients on issues arising from relations with competitors, pricing, product distribution, monopolization, tying, group boycotts, price discrimination and intellectual property matters. Our antitrust litigation work includes representation of clients in government and private suits (including class actions), competitive tort situations, civil and criminal investigations (including grand juries), and competition claims arising out of intellectual property matters. Katten’s antitrust litigators include former Assistant United States Attorneys and Department of Justice attorneys.
Katten’s philosophy is to learn how our clients’ businesses work, understand their business objectives and help them navigate through an increasingly complex antitrust and regulatory environment. We work with our clients closely to help them achieve their business objectives.
About Eimer Stahl LLP
Eimer Stahl LLP is a boutique litigation firm that focuses on antitrust law and represents major clients in large, complex antitrust lawsuits. Eimer Stahl’s clients include leading national and international corporations in a variety of industries, including chemicals, agriculture, industrial goods, insurance, electronics, energy, consumer products, and technology.
About The Mogin Law Firm, P.C.
The Mogin Law Firm, P.C. represents entrepreneurs, innovators, small and mid-sized businesses, consumers and professionals in some of the largest and most cutting-edge competition law class actions in federal and state courts throughout California and the United States. The firm often serves as lead or liaison counsel and has successfully recovered hundreds of millions of dollars on behalf of its clients and to the benefit of consumers across the United States.