Taking Advantage of Reverse Break-Up Fees
and Other Risk-Shifting Devices
CD of Teleconference with Q&A
Click here for program outline
Conducted on Thursday, November 6, 2008
Now available on CD
Sponsored by the Legal Publishing Group of Strafford Publications
Antitrust Teleconference Advisory Board
As the economy continues to decline, companies and their counsel who are involved in mergers and acquisitions seek ways to apportion antitrust risks, such as divestitures, injunction, and employee defection.
Use of risk-shifting devices — such as reverse break-up fees and cooperation clauses — permit parties in mergers and acquisitions to negotiate allocation of antitrust risk among the parties.
Risk-shifting devices can also create new challenges. Their use can alert antitrust authorities that the merger or acquisition is likely to trigger antitrust concerns, especially where it appears that parties may reject a deal without such risk allocation.
Listen as our authoritative panel of antitrust attorneys examines risk-shifting devices, their application in strategic deals, and best practices to allocate risk using risk-shifting devices.
The panel for this legal event included:
Sharis Arnold Pozen, Partner, Hogan & Hartson, Washington, D.C. She is a director of the firm's Antitrust, Competition, and Consumer Protection Group focusing on trade regulation and antitrust issues. She advises clients on issues pertaining to mergers and acquisitions, joint ventures, the Robinson-Patman Act, distribution issues, trade association matters, the Sherman Act, and the FTC Act.
Darren S. Tucker, Counsel, O'Melveny & Myers, Washington, D.C. He handles antitrust and consumer protection matters and focuses on defending mergers and acquisitions before the DOJ and the FTC, including the preparation of premerger notification filings. He counsels on and has litigated a range of other antitrust issues under the Sherman and Clayton Acts.
Maribeth Petrizzi, Chief of the Litigation II Section, Antitrust Division, U.S. Department of Justice, Washington, D.C. She served as Assistant Chief from 2002 until her appointment as Chief in 2003. She has investigated mergers in the banking, defense, waste, heavy industrial equipment, newspaper, dairy, chemical, and supermarket industries. She previously practiced with the law firm of Rogers & Wells, and she began her career at the Federal Trade Commission.
The panel reviewed these and other key questions:
- What are the key considerations to decide whether to incorporate antitrust risk-shifting devices into M&A agreements — and to decide which one to use?
- What are the recent patterns and trends in antitrust risk-shifting devices in M&A deals — and what are the lessons to learn?
- How do reverse termination fees in strategic deals compare with those in private equity buyouts?
- What are the adequate measures for M&A parties seeking to obtain government approval for the transaction?
TELECONFERENCE CD
Purchase a CD-ROM of the full conference proceedings, including Q&A and PDF files of all handouts (available 10 days after the program).
- Regular Price - $297 (plus $9.45 S&H)
- With Teleconference Registration – an additional $75 (plus $9.45 S&H)
CLE credit is available for an additional $65 each for attorneys seeking CLE credits for NY or CT.
Other states may grant CLE credits for listening to this CD - check with your state about applying for self-study credit on CD-listening.
Click here for program outline