Premerger Notification Compliance and Litigation Update:A 2011 Perspective
The Hart-Scott-Rodino Act (HSR) was set up to serve as effective guidelines for mergers, tender offers, and other acquisition transactions. Every year, the notifications standards are amended, sometimes significantly. This year the most important changes in decades are expected to take effect. Foreign regulatory authorities have also been setting up their own premerger notification programs that affect US companies with global presence. In light of these recent changes, companies, their antitrust attorneys and consultants must have a complete understanding of the fundamentals and latest legal guideline updates and how those may impact their mergers, tender offers, and other acquisition transactions. In addition, for speedy conclusion of transactions, it is helpful to be able to anticipate and respond to any objections of the regulatory authorities to the transactions, such as those affecting market competitiveness, producer efficiency, consumer prices, and total welfare.The Knowledge Group has assembled a panel of speaker experts and thought leaders to help walk you through the fundamentals and updates of HSR and foreign compliance requirements, and explain how to anticipate and respond to objections by regulatory authorities in 2011 in a LIVE two-hour Webcast. The speakers will discuss:
- Overview of HSR and foreign premerger filing counterparts affecting US companies
- China, Japan, Australia
- Coverage, Exemption and Transmittal Rules
- Compliance Issues
- Effects of transaction on Competition
- And other up-to-the-minute regulatory updates
- Likely objections and typical responses
- Proposed Changes to the Pre-Merger Notification Form
- Other Up-to-The Minute Regulatory Update
Hart Holden, Of Counsel, Corporate Department (Former Deputy Assistant Director at the Federal Trade Commission’s Bureau of Competition),
Paul, Hastings, Janofsky & Walker LLP
- A few common misperceptions about HSR
- What the govt “really” cares about your deal.
Andre P. Barlow, Partner, Former Trial Attorney, Antitrust Division, Department of Justice,
Doyle, Barlow & Mazard PLLC
- DOJ Enforcement Update:
- The DOJ challenged three deals in May of 2011: VeriFone’s acquisition of /Hypercom; George’s Inc.’s acquisition of Tyson Foods’ (“Tyson”) chicken processing complex in Harrisonburg, VA, and H&R Block’s acquisition of TaxAct. Provide a quick summary on each including how they relate to the HSR Process and why they were challenged (market concentration, number of post merger competitors, hot documents, and confrontational approach by merging parties).
- VeriFone/Hypercom—presented obvious antitrust concerns; did not file HSR, structured transaction and own fix it first divestiture to avoid HSR review, and did not cooperate with DOJ’s review of transaction or divestiture.
- George’s—Deal was not HSR reportable because of the deal price was below HSR Threshold, but DOJ was still interested in learning about the competitive effects of the transaction. Deal parties, however, refused to cooperate with DOJ investigation and closed the transaction without giving the DOJ an opportunity to conduct an investigation..
- H&R Block/TaxAct- Hot Documents Were Created, Concentrated Markets Alleged,
- Hart-Scott-Rodino Document Production—Item 4(c) of the HSR Form—Need to Conduct Thorough Search –Counsel Needs to Review the Documents
- Advice Regarding Document Creation—Early Planning Can Avoid or Minimize Creation of Hot Documents Not Limited to 4(c) Documents
Edi Grgeta, PhD, Director, Economic Advisory,
Grant Thornton LLP
- History and motivation of HSR, major changes since 1970s, and the future of HSR
- How the FTC and DOJ scrutinize the effects of mergers on competition
- Litigation surrounding anticompetitive conducts including mergers
Catriona Hatton, Managing Partner,
Hogan Lovells LLP
- International slant
- Difference in the European approach, process and procedure, timing
- Kind of transactions, shareholder requirements, control tests
- Joint ventures
- India, Brazil (examples)
Michael W. Jahnke, Partner and Co-Chair, Antitrust Practice Group,
Loeb & Loeb LLP
- Proposed Changes to the Pre-Merger Notification Form
- New Item 4(d) document requirements
- I thought that unless you work at a private equity firm, the changes were supposed to primarily make things easier. Does this really affect me?
- Item 4(c) is bad enough — how much higher will my burdens be under this new Item?
- New Item 5 requirements
- All my company’s operations are in the US. Does this affect me?
- What will I have to account for going forward, that I didn’t in the past?
- New “associate” requirements
- I’m not a private equity firm, or investment fund, or master limited partnership. Does this affect me?
- How do I identify “associates”?
- How do I gather information on minority investments and business operations of “associates” when my company does not control them? What if they refuse to provide the information?
Who Should Attend:
- Chief Financial Officers
- Vice Presidents of Finance
- Finance Managers
- Merger & Acquisition Practicing Lawyers
- General Counsel
- Business Consultants
- Merger & Acquisition Specialists
- Senior Management
Dr. Edi Grgeta is a Director in Grant Thornton’s Economic Advisory Services group in Chicago. Edi is an economist specializing in financial and competition issues. He is an expert in applied microeconomics, finance, and statistics. His specialty is drawing conclusions from complex, disaggregated data sources.Edi has extensive experience conducting econometric analyses in both litigation support and consulting roles. Edi works extensively with external counsel and corporate management to execute litigation strategy, support expert witnesses, and solve business problems.In the area of competition, Edi has worked on cases spanning all stages of litigation – from initial allegations of antitrust violation, individual and class wide damages stages, to class opt-out damages. He contributed to numerous class certification defenses, including direct and indirect purchaser claims with allegations of price fixing and monopolization against multiple defendants, as well as provided numerous damages estimates stemming from attempts at price fixing.Edi’s work spans a broad range of industries. He worked on competition issues in the rubber, paper, paint, electrical carbon, consumer products, communications software, pharmaceutical pricing and distribution, and chemical shipping industries. Edi’s other matters span the alphabet, from alcoholic beverages to wireless communications
Dr. Edi Grgeta is a Director in Grant Thornton’s Economic Advisory Services group in Chicago. Edi is an economist specializing …
Catriona Hatton is the Managing Partner of the firm’s Brussels office. She has extensive experience advising on EC and national competition law aspects of international mergers, including filings under the EC Merger Regulation and coordinating global merger filings.Catriona advises on compliance with competition rules in a wide range of commercial agreements. She has represented clients in complaints to, and investigations by, the European Commission and numerous national competition authorities. She advises clients in a number of sectors, including pharmaceuticals, mining, media and entertainment, automotive, and energy.Catriona is recommended in the recent edition of Chambers Europe as a business-oriented practitioner who “really listens to the client and then provides advice that is both high-level and practical.”
Catriona Hatton is the Managing Partner of the firm’s Brussels office. She has extensive experience advising on EC and national …
Michael Jahnke specializes in counseling clients concerning antitrust issues in connection with proposed M&A transactions, joint ventures and other business conduct, advocates before the FTC and Department of Justice to resolve or limit antitrust issues throughout the government merger review process, and directs clients’ compliance with governmental requests. He has worked extensively on antitrust issues in connection with US and international M&A transactions and joint ventures involving financial services, derivatives, energy, foods, tobacco, information services, telecommunications, paper/packaging, automotive and others.Mr. Jahnke’s experience covers the spectrum of antitrust work, including deals (analysis of potential issues, input on draft agreements and diligence, HSR filings, dealing with regulators’ requests), advice on other types of business activities (joint ventures, IP licensing, compliance queries and training, exclusive dealing), antitrust litigation and criminal/cartel investigations.
Michael Jahnke specializes in counseling clients concerning antitrust issues in connection with proposed M&A transactions, joint ventures and other business …
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Doyle, Barlow & Mazard PLLC
About Paul, Hastings, Janofsky & Walker LLP
About Doyle, Barlow & Mazard PLLC
About Grant Thornton LLP
The people in the independent firms of Grant Thornton International Ltd provide personalized attention and the highest quality service to public and private clients in more than 100 countries. Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd, one of the six global audit, tax and advisory organizations. Grant Thornton International Ltd and its member firms are not a worldwide partnership, as each member firm is a separate and distinct legal entity.
About Hogan Lovells LLP
Hogan Lovells provides high quality advice to corporations, financial institutions, and governmental entities across the full spectrum of their critical business and legal issues globally and locally. Bringing together the combined strengths of our predecessor firms, we have more than 2,500 lawyers operating out of more than 40 offices in the United States, Latin America, Europe, the Middle East, and Asia.
About Loeb & Loeb LLPDoyle, Barlow & Mazard PLLC
Loeb & Loeb LLP is a multi-service law firm with more than 300 attorneys and six offices in Los Angeles, New York, Chicago, Nashville, Washington, DC, and Beijing, China. Loeb’s Antitrust Practice offers a full range of services, including preventive counseling, advice on complex issues, assistance in investigations and representation in litigation. Our attorneys counsel clients in the U.S. and around the world who are considering strategic business deals, expansions or operational changes. We represent companies and individuals in matters that span the entire spectrum of antitrust and competition issues. For more information visit www.loeb.com/antitrustpractice.