Minimizing Antitrust Risks in Non-Reportable Acquisitions

Lessons Learned from Agency Challenges of Consummated Deals

Recording of a 90-minute CLE webinar with Q&A

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Conducted on Wednesday, May 19, 2010

Recorded event now available

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Course Materials

This CLE course will prepare companies and counsel to identify and allocate antitrust risks in non-reportable acquisitions. The panel will discuss lessons from recent agency enforcement, analyze whether and when to approach the agencies, offer litigation strategies, and outline best practices for negotiating a remedy.

Description

Challenges to consummated and non-reportable acquisitions are increasing. A recent enforcement action by the U.S. Department of Justice Antitrust Division warns companies that even nonreportable acquisitions or completed deals are not immune from agency investigation.

In March 2010, the Antitrust Division sued a company, challenging an acquisition that had been completed months earlier. The settlement agreement required divestiture of the acquired assets to restore competition to the market—difficult to achieve after the assets are fully integrated.

Even absent a Hart-Scott-Rodino notification requirement, companies aren't off the hook. Businesses and counsel handling small acquisitions must be aware of and proactively address the unique issues that may arise with consummated, non-reportable mergers and acquisitions.

Listen as our authoritative panel of antitrust attorneys examines the antitrust risks of non-reportable acquisitions and discusses how to allocate those risks. The panel will review lessons learned from recent enforcement action, whether or when to approach the agencies, litigation strategies, and best practices for negotiating a remedy.

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Outline

  1. Antitrust risks and allocation of risk
    1. Evaluating antitrust risk
    2. Risk management in acquisition agreements
    3. Getting informal feedback from the agencies
  2. Lessons learned from recent enforcement
    1. Agency challenges after closing and integration
    2. Small market transactions may harm competition
  3. Approaching the agencies
    1. Whether to approach
    2. When to approach
  4. Litigation strategies
  5. Negotiating a remedy

Benefits

The panel will review these and other key questions:

  • What gives rise to agency investigations of consummated, non-reportable acquisitions?
  • Should companies ever approach the agencies with antitrust concerns after an acquisition? If so, under what circumstances — and how?
  • What steps can companies and counsel take to allocate antitrust risk proactively in non-reportable acquisitions?

Faculty

Joseph G. Krauss
Joseph G. Krauss
Partner
Hogan & Hartson

He focuses on antitrust and economic regulation, with an emphasis on merger and acquisition counseling and litigation...  |  Read More

Robert Bell
Robert Bell
Partner
Kaye Scholer

He has extensive experience in securing antitrust clearance for mergers and acquisitions from the Department of Justice...  |  Read More

Robert Schlossberg
Robert Schlossberg
Partner
Freshfields Bruckhaus Deringer

He represents clients on antitrust matters with a particular emphasis on practice before the FTC and the Antitrust...  |  Read More

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