DOJ's New Merger Remedies Manual: Altering M&A Deal Structures to Preserve Competition and Gain DOJ Approval
Recording of a 90-minute CLE video webinar with Q&A
This CLE course will analyze the Merger Remedies Manual recently released by the Department of Justice (DOJ)’s Antitrust Division, as well as recent experience from merging parties seeking to address the federal agencies’ concerns through a remedy, and how it might impact companies’ strategy when looking at proposed M&A deals. The panel will discuss the principles laid out in the Manual for evaluating a merger remedy and the nuances to consider when proposing structural (i.e. divestitures) and conduct remedies, as well as enforcement actions to help companies navigate these tricky waters.
- The new Merger Remedies Manual: DOJ's general preference for structural over conduct remedies and its applicability to both horizontal and vertical mergers
- Six principles to be applied in the evaluation and implementation of all merger remedies
- Structure of an appropriate divestiture remedy
- Evaluation of divestiture buyers, including strategic and private equity buyers
- Recent enforcement actions
- Working the remedy into the deal upfront
- Consent decrees: terms, compliance, and enforcement
The panel will review these and other important issues:
- Why does the Manual indicate a preference for structural over conduct remedies where proposed mergers are found to be anticompetitive?
- What are the key characteristics for divestiture to be considered an adequate remedy under the Manual?
- When might a private equity buyer be deemed to be preferable to a strategic buyer? Are there pitfalls for private equity buyers?
- What are the advantages of a "fix-it-first" remedy, and how should it be spelled out in the merger agreement and presented to DOJ?
- How does DOJ’s approach to remedies compare to the Federal Trade Commission’s?
- Is President-elect Joe Biden’s election likely to have an impact on the types of divestitures that will be acceptable to the new administration?
Sheila R. Adams James
Davis Polk & Wardwell
Ms. Adams has represented clients in a variety of civil litigation and government investigations, and her practice... | Read More
Ms. Adams has represented clients in a variety of civil litigation and government investigations, and her practice focuses on antitrust investigations and litigation and the antitrust aspects of mergers and acquisitions. Ms. Adams’ clients have included firms in the media and entertainment, financial services, pharmaceutical and manufacturing industries, as well as individual corporate directors. She is a 2019 recipient of the National Bar Association’s 40 Under 40 Nation’s Best Advocates Award and one of the association’s five individual 40 Under 40 awards for Excellence in Leadership.Close
Ms. Browdie advises clients on antitrust issues, including with respect to M&As, compliance with the... | Read More
Ms. Browdie advises clients on antitrust issues, including with respect to M&As, compliance with the Hart-Scott-Rodino Act, licensing of intellectual property, and distribution. She has experience in matters before the DOJ, FTC and state attorneys general, as well as in federal court. Ms. Browdie has worked with clients in a number of industries, including automotive, consumer goods, computer hardware and software, financial services, oil and gas, pharmaceuticals and medical devices, publishing, and telecommunications.Close