Antitrust – Mergers and Acquisitions| BakerHostetler

BakerHostetler’s experienced antitrust and competition attorneys routinely advise on mergers, acquisitions and joint ventures, plan and execute regulatory filings with government authorities and manage related litigation in the U.S. and around the globe for companies of all sizes and in all industries.

Our services include:

Assisting complex transactions by coordinating closely with clients and the M&A team to ensure the overall antitrust risks and specific factors affecting government approvals are addressed as important objectives of the overall deal strategy
Helping clients structure deals, draft transaction documents and perform due diligence reviews, including risk-shifting provisions in agreements and advising on pre-closing information sharing and “gun-jumping” avoidance
Assisting with antitrust considerations related to pre- and post-closing integration of the combined companies’ operations and establishing compliance processes to address antitrust risks
Obtaining timely antitrust approval from the Antitrust Division of the U.S. Department of Justice (DOJ), the Federal Trade Commission (FTC), State Attorneys General and other jurisdictions worldwide
Advising clients regarding the requirements of and compliance with the Hart-Scott-Rodino (HSR) Antitrust Improvements Act, including successfully guiding clients through the second request process if needed
Managing responses to government investigations and requests for information, working proactively to facilitate cost-effective client compliance, allowing the transaction to be completed in a timely manner
Coordinating the necessary information-gathering and government notification tasks to minimize the burden on the client, while avoiding redundant data requests
Beyond mergers and acquisitions, counseling clients regarding antitrust risks and legal requirements related to potential joint ventures, minority investments and other strategic collaborations among competitors

Represented Findaway World LLC in a second-request merger investigation by the DOJ Antitrust Division. The Division cleared the matter without seeking any remedy. Our successful resolution of the matter allowed the client to complete the acquisition and Spotify to accelerate its entry into the audiobook retail market.
Represented a large U.S. power company in the antitrust aspects of its $18 billion merger with a major competitor. Our work involved responding to the second request from the DOJ, as well as additional reviews by FERC and State Attorneys General, with these administrative investigations being successfully resolved with government approval, allowing the deal to close.
Represented a large national media company in a station swap transaction with a competitor; the DOJ allowed the deal to close after an investigation approximating a second request.
Represented a large multistate nonprofit health system in the FTC’s second request investigation regarding the proposed $700 million sale of certain healthcare businesses to a private equity firm that holds competing businesses. We convinced the FTC to permit the transaction to close on expedited timing critical to the client.
Represented one of the world’s leading logistics companies regarding the antitrust aspects of its $535 million acquisition of a controlling stake in a large vertically related business. The transaction received scrutiny from the DOJ, but we were able to secure clearance while avoiding a second request during the initial waiting period.
Represented a major national holding company regarding the antitrust aspects of the $400 million sale of two automotive technology businesses. The transaction received scrutiny from the DOJ, but we were able to secure clearance while avoiding a second request during the initial waiting period.
Represented a global provider of integrated communications regarding the antitrust aspects of its $350 million acquisition of a major competitor. Despite the challenging nature of this horizontal acquisition, we were able to secure clearance while avoiding a second request during the initial waiting period.
Represented a major recycling facilities operator regarding the antitrust aspects of two sell-side transactions valued at $290 million. Both transactions received scrutiny from the DOJ, but we were able to secure clearance while avoiding a second request, in one instance following a voluntary extension of the waiting period and in the other instance during the initial waiting period.
Represented a private equity firm in the antitrust aspects of its sale of a portfolio company to a direct competitor in the construction materials industry. During an extended waiting period we were successful in avoiding a second request.