Mitigating Antitrust Risks in Mergers & Acquisitions Transactions: What Every Firm Needs to Know in 2015
Overview:
Minimizing and mitigating antitrust risk in mergers and acquisitions transactions is more important than ever. It is as essential for companies to address antitrust issues a priori as it is to complete due diligence and identify negotiation strategies. Failure to identify and address antitrust issues can have a number of consequences including, investigations and/or challenges by federal antitrust agencies, state attorneys general, and other parties, which can delay a deal closing or prevent it altogether; fines; or rescission of a transaction.
Competent antitrust counsel can help a company understand and comply with the legal requirements and help to minimize timing and completion risks.
The Knowledge Group is producing a LIVE Webcast entitled Mitigating Antitrust Risks in Mergers and Acquisitions Transactions: What Every Firm Needs to Know in 2015 to help organizations and their legal counsel better manage antitrust issues in Mergers and Acquisitions. Speakers will offer an in-depth discussion of critical issues, pitfalls, best compliance and enforcement practices and regulatory updates on this topic.
Some of the major topics that will be covered in this course are:
- Spotting antitrust issues and assessing antitrust risk
- Summary of key contractual provisions to allocate risk
- Rise and fall of the antitrust reverse breakup fee
- “Roadmap” concerns
- Aligning incentives
- Avoiding bad documents
- Non-obvious HSR triggers
- Avoiding gun-jumping concerns
Agenda:
Jessica K. Delbaum, Partner
Shearman & Sterling, LLP
- Spotting antitrust issues and assessing antitrust risk
- Section 7 of the Clayton Act
- Theories of anticompetitive harm—principal concerns
- Antitrust 101: Raising prices to customers
- Summary of key contractual provisions to allocate risk
Francis Fryscak, Partner
Cooley LLP
- The rise and fall of the antitrust reverse breakup fee
- Hit the roadmap
- I don’t need to run faster than the bear, I just need to run faster than you
Paul S. Jin, Partner
Wilson Sonsini Goodrich & Rosati
- Sharing and mitigating antitrust risk through transaction agreement provisions
- Avoiding drafting “bad documents” during deal negotiations
- Transactions where HSR filing obligations are not obvious so violations may occur
Kara Kuritz, Attorney Advisor
US Department of Justice,Legal Policy Section of the Antitrust Division
- Define gunjumping under the HSR Act and Section 1 of the Sherman Act, and discuss the conduct prohibited by the two statutes
- Cover the most recent HSR enforcement action, U.S. v. Flakeboard
- Discuss common gunjumping questions and issues
- Resources to consult
Who Should Attend:
- Antitrust Lawyers
- M&A Lawyers
- Attorneys General
- Litigation Officers
- Civil Litigators
- Chief Compliance Officers
- Financial Executives and Directors
- Corporate Executives
- In-House Counsel
Jessica Delbaum is a partner in Shearman & Sterling’s Antitrust Group in New York. Her practice focuses on defending multinational …
Francis M. Fryscak is a partner in the Antitrust & Competition practice group of Cooley LLP, working out of their …
Paul Jin is a partner in the firm's antitrust practice. He advises clients on all antitrust aspects of merger matters, …
Kara Kuritz started in September 2014 as the Division’s Hart-Scott-Rodino (HSR) Act expert. Working with other members of the Legal …
Course Level:
Intermediate
Advance Preparation:
Print and review course materials
Method of Presentation:
On-demand Webcast (CLE)
Prerequisite:
NONE
Course Code:
145267
NASBA Field of Study:
Specialized Knowledge and Applications
NY Category of CLE Credit:
Areas of Professional Practice
Total Credits:
2.0 CLE
Login Instructions:
No Access
You are not logged in. Please Login or register to the event to gain access to the materials and login instructions.
Unlock All The Knowledge and Credit You Need
Leading Provider of Online Continuing Education
It's As Easy as 1, 2, 3
Get Your 1-Year All Access Pass For Only $199
SPEAKERS' FIRMS:
US Department of Justice,Legal Policy Section of the Antitrust Division
About Shearman & Sterling, LLP
Shearman & Sterling LLP distinguishes itself by harnessing the intellectual strength and deep experience of its lawyers across its extensive global footprint. As one of the first law firms to establish a presence in key international markets, we have led the way in serving clients wherever they do business. This innovative spirit and the experience we have developed over our 142-year history make us the “go-to” law firm for seamless service. From major financial centers to emerging markets, we have the reach, depth and global perspective necessary to advise our clients on their most complex worldwide business needs.
We represent many of the world’s leading corporations, financial institutions, emerging growth companies, governments and state-owned enterprises. Those clients, in turn, continue to choose us for the market-defining expertise of our accomplished cross-border legal teams. We have a dedicated focus on building partnerships with our clients for their success, and they appreciate our direct partner involvement on day-to-day matter management. With a deep understanding of our clients’ needs, we develop creative ways to address their problems and are ideally situated to counsel them in this challenging 21st century global economy.
Website: http://www.shearman.com/en/
About Cooley LLP
Cooley’s attorneys solve legal issues for entrepreneurs, investors, financial institutions and established companies. Clients partner with Cooley on transformative deals, complex IP and regulatory matters, and bet-the-company litigation, often where innovation meets the law. Cooley has more than 850 lawyers across 12 offices in the United States, China and Europe. Cooley’s Antitrust & Competition team is recognized as one of the top-tier practices in the area of antitrust by Chambers USA: America’s Leading Business Lawyers and Global Competition Review. Providing a full range of counseling, litigation, agency representation, and arbitration services, we handle all aspects of antitrust and trade regulation matters for Fortune 500 corporations, as well as growing companies, in virtually every sector of the economy including telecommunications, software, computer hardware, ecommerce, social media, biotech, pharmaceuticals, medical devices, aerospace, defense, oilfield services, industrial manufacturing, consumer products, and financial services.
Website: http://www.cooley.com/
About Wilson Sonsini Goodrich & Rosati
Wilson Sonsini Goodrich & Rosati is the premier provider of legal services to technology, life sciences, and growth enterprises worldwide. WSGR represents companies at every stage of development, from entrepreneurial start-ups to multibillion-dollar global corporations, as well as the venture firms, private equity firms, and investment banks that finance and advise them. The firm’s broad range of services and practice areas are focused on addressing the principal challenges faced by its clients’ management, boards of directors, shareholders, and in-house counsel. With deep roots in Silicon Valley, Wilson Sonsini Goodrich & Rosati has offices in Austin; Beijing; Brussels; Hong Kong; Los Angeles; New York; Palo Alto; San Diego; San Francisco; Seattle; Shanghai; Washington, D.C.; and Wilmington, DE. For more information, please visit www.wsgr.com.
Website: http://www.wsgr.com/
About US Department of Justice,Legal Policy Section of the Antitrust Division
Website: http://www.justice.gov/