Mergers and Acquisitions


The most effective way to counsel a client on the antitrust aspects of a proposed merger, acquisition or joint venture is to work with the client from the very inception of the deal. Working with the clients on antitrust strategy includes asking the critical questions how is the transaction viewed internally, what is the likely market and customer reaction, what is to be said about the reasons for the transaction, what is the financial and competitive analysis of it, what documents will be generated and what benefits are expected. If the client waits to engage antitrust counsel until the transaction is signed, it is often too late to undue the damage caused by troublesome documents, financial assumptions, market share analyses and the like. Too often, absent antitrust input, the assumed business reasons for a transaction are not carefully considered and may be at cross purposes with the antitrust laws. Poor choices of words or faulty pro forma may costing the transaction days, weeks or months in delay as the enforcement agencies work though their analysis. In some cases, neglecting early antitrust counsel in an antitrust sensitive transaction can make the difference in a close competitive analysis and cost the client the transaction.

When antitrust lawyers approach an M&A deal they first assess the markets and market shares for a quick look to determine whether a proposed deal may have antitrust risk. We ask questions up front to elicit very targeted information. How concentrated is the market? How big is the deal? How will consumers be impacted by the merger? Who will complain about it? Is it a global deal? In Europe? In the U.S. only?

For larger transactions, a Hart-Scott-Rodino Act filing, a European Commission filing and other regulatory filings may be required and a series of waiting periods observed before the deal closes . Often governmental enforcement agencies request additional information about the market and the clients business before the deal is permitted to close. These questions can add many months to the timetable of a transaction. The client may have to make adjustments to the deal or assess settlement , divestiture and litigation options. Antitrust lawyers may have to make the clients case to the government, demonstrating how this deal is good for customers by detailing the synergies and efficiencies that are created by combining certain businesses. The strategy for each transaction will be tailored to fit the issues it raises and the given market circumstances it presents .




Inside the Minds Stuff - Inside the Minds. Winning Antitrust Strategies
Inside the Minds Stuff - Inside the Minds. Winning Antitrust Strategies
ISBN: N/A
EAN: N/A
Year: 2004
Pages: 102

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