Antitrust Merger Clearance Strategies
Acquisitions and Financial Restructurings of Distressed Companies Under Hart-Scott-Rodino
Recording of a 90-minute CLE teleconference with Q&A
Conducted on Tuesday, July 21, 2009
Recorded event now available
This seminar will review the Hart-Scott-Rodino Act and its provisions specific to bankruptcy and non-bankruptcy acquisitions involving distressed companies, available defenses for merger clearance, and strategies for merger approval during the economic crisis.
Description
Many companies find they cannot raise the funds to meet their current obligations and seek financial restructuring by transactions such as Section 363 asset sales or Chapter 11 plans. Other companies are in a position to acquire distressed companies at bargain prices.
Acquisitions in both bankruptcy and non-bankruptcy situations must go through an antitrust approval process before being finalized. The Hart-Scott-Rodino Act (HSR) addresses circumstances for financially distressed companies and provides exceptions for some transfers not in bankruptcy.
Antitrust agencies may be more receptive to approving mergers or acquisitions in the context of a company's weakened financial condition. However, financial restructurings will not automatically past muster. Companies and their counsel must carefully work through acquisitions.
Listen as our authoritative panel of antitrust attorneys examines the HSR Act in both bankruptcy and non-bankruptcy proceedings, reviews the defenses companies can assert to increase the likelihood of merger approval, and offers steps to minimize the HSR Act burden.
Outline
- HSR in non-bankruptcy
- HSR rule 802.63 exemption
- HSR 7A(c)(11) exemption
- HSR in bankruptcy
- Bankruptcy Code section 363(b) transactions
- Chapter 11 bankruptcy
- Chapter 7 bankruptcy
- Role of the bankruptcy court
- Failing and flailing defenses
- Failing firm defense
- General Dynamics defense
- Flailing firm defense
- Strategies in handling acquisitions involving distressed companies
- Minimizing the HSR Act burden
- Proving distress
Benefits
The panel will review these and other key questions:
- What exemptions are available for certain acquisitions by creditors from debtors under the HSR rules?
- What legal defenses are available for otherwise presumptively anticompetitive acquisitions of distressed companies?
- What strategies should companies and counsel employ in managing acquisitions involving distressed companies?
Faculty
Sharis Pozen,
Chief of Staff and Counsel to the Assistant Attorney General
U.S. Department of Justice, Washington, D.C.
Prior to joining the Department of Justice in February, she was in private practice, where she directed the firm’s Antitrust Practice. She focused on trade regulation and antitrust issues across a spectrum of national and multinational industries, utilizing her expertise in mergers and acquisitions, joint ventures, the Robinson-Patman Act, distribution issues, and the Federal Trade Commission Act.
Janet L. McDavid,
Partner
Hogan & Hartson, Washington, D.C.
She focuses on antitrust, competition, and trade regulation, with a particular emphasis on government investigations, litigation, and antitrust policy issues. She is widely recognized as a leading authority in antitrust law and has authored and co-authored many books and articles involving antitrust law.
Kathryn E. Walsh,
Attorney
Federal Trade Commission, Premerger Notification Office of the Bureau of Competition, Washington, D.C.
She works with the Hart-Scott-Rodino (HSR) statute, as well as its implementing rules, and reviews premerger notification filings. Before joining the FTC in 2007, she was in private practice, where she focused on issues related to premerger notification filings in the U.S. and around the world.
David T. Blonder,
Counsel
Akin Gump Strauss Hauer & Feld, Washington, D.C.
He provides antitrust and Hart-Scott-Rodino representation in merger and acquisition matters in a variety of industries, including consumer products, mining, pharmaceuticals, retailing and energy, among others. He also represents U.S. and foreign companies involved in multi-jurisdictional merger reviews and in defensive antitrust measures in hostile takeovers.
Ordering
Online CLE - Audio Recording
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CLE:
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Includes full event recording plus handouts (available after live seminar).
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Customer Reviews
The seminar provided great examples to correspond with the subject matter.
Susan Gray
Hanesbrands Inc. - Law Dept.
The real case examples and case citations were very helpful.
Tyler Wilkinson
Axley Brynelson, LLP
The program contained good information based on solid experience.
Edward M. Dunham, Jr.
Kleinbard Bell & Brecker LLP
The presenters were lucid, articulate, and informative. The seminar exceeded my expectations.
Irvin Slate
Slate Law Office
There was a lot of information available on the slides, so it was easy to take notes and have a thorough take-away resource.
Harriet Bildsten
St. Jude Medical
Antitrust Law Advisory Board
Partner
Skadden Arps Slate Meagher & Flom
Partner
Fenwick & West
Shareholder
Greenberg Traurig
Partner
Foley & Lardner
Partner
Mayer Brown
Shareholder
Briggs and Morgan
Partner
Hogan Lovells
Partner
Jones Day
Partner
Akin Gump Strauss Hauer & Feld
Partner
Kaye Scholer
Partner
Gibson Dunn & Crutcher
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