Antitrust and Competition:
Mergers and Acquisitions

• Representative Engagements

Orrick’s Antitrust and Competition Group assists clients in developing and advising on strategy and obtaining merger clearances around the world. With over 60 members in the United States, Europe and Asia, the team offers clients seamless service for multi-national transactions including private and public takeovers. Our lawyers have extensive experience managing and devising solutions for high-profile transactions in key sectors, such as airlines, oil and gas, chemicals, pharmaceuticals, media, leading consumer branded goods and food and grocery.

We regularly appear before competition agencies such as the U.S. Department of Justice, the U.S. Federal Trade Commission, the European Commission, and national agencies including the Office of Fair Trading and the Competition Commission (United Kingdom), the Bundeskartellamt (Germany) and the Conseil de la Concurrence (France). We guide clients through first and second phases of merger investigations in national and global transactions. In particular, we have extensive experience preparing and presenting the necessary economic evidence to gain approval of strategic transactions. Where necessary we assist in the negotiation of remedies that will preserve key business goals.

Our lawyers have tried some of the most high-profile merger cases in federal court against U.S. enforcement agencies, including Heinz/Beechnut (baby foods), which established the standard of review for mergers involving efficiency claims, and most recently Western Refining, where our lawyers were part of the trial team that defeated the FTC’s preliminary challenge to Western Refining’s acquisition of Giant Industries in the oil and gas refining sector and successfully persuaded the FTC not to pursue further action.

The team benefits from the insights and experience of several members who have worked for the merger review units of the U.S. Department of Justice and the European Commission, and includes the former head of the Mergers Division in the Irish Competition Authority who also served as a member of the European Commission’s Advisory Committee on Mergers.

Our members participate on international bodies that shape the future of global merger control in the United States, Europe and China. This includes a member of the European Commission committee that produced the 2004 Horizontal Merger Guidelines, and the chair of the International Competition Network’s Mergers Working Group that produced the Merger Guidelines Workbook and Remedies Study, which catalogue "best practices" for international merger review.

Our lawyers are recognized as experts in mergers in the EU, U.K., U.S. and Asian directories of publications such as Chambers and Legal 500.

Representative Engagements

• Dagher. In the leading U.S. Supreme Court case on joint ventures, our lawyers submitted an amicus brief on behalf of Microsoft, Coca-Cola and Visa in support of the application of the single entity analysis to a fully integrated joint venture.
• Whole Foods Markets. In a leading and far-reaching case, our lawyers represent Whole Foods, a leading grocery retailer of natural and organic foods, in challenging in federal court the administrative processes of the U.S. FTC in its complaint against Whole Foods’ consummated merger with Wild Oats.
• Western Refining. Our lawyers were part of the trial team that defeated the U.S. FTC's challenge in federal court to the acquisition by Western Refining Co., a leading independent oil and gas refiner, of Giant Industries, and later successfully persuaded the Commission not to pursue further administrative action on a three to two vote.
• Nova Chemical/Ineos. Our lawyers obtained clearance through the U.S. FTC of a joint venture between Nova Chemicals and Ineos Chemicals, which expanded an existing venture in Europe and resulted in North America’s largest producer (and the world’s second largest producer) of plastics used in products such as CD jewel boxes, home appliances, television housings, and food packaging.
• Heinz. Our lawyers have represented Heinz in a number of acquisitions and tried the landmark Heinz/Beechnut (baby foods) case against the U.S. FTC, which established the standards for judicial review in merger cases involving efficiency claims.
• Novartis. Our lawyers acted for Novartis in coordinating global filings for its $38 billion acquisition of Alcon’s pharmaceutical and retail eye care solutions and products.
• Matlin Patterson Global Opportunities Partners, L.P. Our lawyers provided antitrust advice in connection with MatlinPatterson’s restructuring and investment in Oxford Automotive, Inc., Huntsman International and Polymer Group, Inc. Each of these transactions involved pre-merger filings in multiple jurisdictions worldwide.
• Nippon Soda (Nisso). Our lawyers successfully represented Nippon Soda in connection with the divestiture of worldwide acetamiprid assets as a condition of the Bayer-Aventis merger approval. We negotiated with the trustee, the U.S. FTC, the Canadian competition authority and the European competition authorities. We further negotiated new licensing agreements with DuPont and Cerexagri for worldwide marketing of acetamiprid.
• Process Technology Company. Our lawyers assisted a U.S.-based Fortune 500 company to prepare China pre-merger filings and implement post-acquisition China restructuring for an acquisition in the process technology design, manufacturing and services industry, and to evaluate China pre-merger filing obligations on other transactions.
• Finmeccanica/Boeing. Our lawyers represented Alenia, a company of the Finmeccanica group (Italy), in the EU merger control procedure concerning the change of joint control of Global Aeronautica (a joint venture specialized in the performance of integration of components of the fuselage for the Boeing 787 program).
• SC Johnson/Bayer. Our lawyers assisted SC Johnson before the French Competition Authorities regarding the acquisition of Bayer’s household insecticides division.
• Univision, Inc. Our lawyers represented Univision, the leading producer and broadcaster of Hispanic language television in the United States in its acquisition of Hispanic Broadcasting Corp., the second largest Spanish language radio broadcaster.
• PepsiCo. Our lawyers successfully obtained clearance on a split vote before the U.S. FTC. for PepsiCo, the world’s second largest soft drink manufacturer in its acquisition of The Quaker Oats Co., and its leading sports drink, Gatorade.
• Healthcare Equipment and Technology Merger. Our lawyers represented a healthcare information technology company concerning its proposed merger with a large healthcare equipment manufacturer that was reviewed extensively by the U.S. DOJ.
• Pennzoil-Quaker State Company. Our lawyers obtained a Ninth Circuit decision affirming the district court’s denial of a private party’s Clayton Act challenge to the merger of Pennzoil and Quaker State.
• Village Voice/New Times Media. Our lawyers obtained clearance of the Village Voice/New Times Media merger through the U.S. DOJ in 30 days, despite prior DOJ and state attorney-general investigations that had resulted in Consent Decrees and monetary penalties. The merger created the largest chain of alternative newspapers in the United States. We also obtained the DOJ’s approval for the merged entity’s divestiture of the Cleveland Scene paper.

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