Examen des fusions

Orrick’s Antitrust and Competition Group assists clients in developing and advising on strategy and obtaining merger clearances around the world.

With attorneys 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, infrastructure, telecommunications, 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 Competition and Markets Authority (U.K.), 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 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 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. Our lawyers are recognized as experts in mergers in the EU, UK, U.S. and Asian directories of publications such as Chambers and Legal 500.

  • Telenor ASA

    Orrick represented Telenor ASA in the European Commission’s Phase II investigation of its merger with another mobile network operator in Denmark. This was the first four to three mobile merger reviewed by Commissioner Vestager.

    Instagram

    Our lawyers advised social photo-sharing company Instagram through an FTC investigation and clearance of its $1 billion acquisition by social networking firm Facebook.

    Yammer, Inc.

    Our lawyers provided key antitrust guidance to Yammer, the leading provider of enterprise social networks, in its $1.2 billion all-cash acquisition by Microsoft Corp.

    Exxaro Resources

    Our lawyers advised mining company Exxaro Resources Limited through European Commission and FTC investigations and clearance of the $3.4 billion combination of Exxaro’s mineral sands operations with Tronox Inc.

    Venture Production

    Orrick Represented the UK oil and gas explorer and producer Venture Production on the hostile takeover bid launched by Centrica.

    Areva

    In one of the largest mergers in French history, our lawyers represented Areva T&D in its sale to French engineering groups Schneider and Alstom for €4.1 billion. Orrick ensured that the transaction achieved swift and smooth merger clearances in 14 jurisdictions around the world, including EC Merger Regulation clearances.

    Telenor ASA

    Our antitrust attorneys worked in multiple jurisdictions on behalf of Telenor ASA, the sixth-largest mobile operator in the world, on the $23.8 billion combination of its mobile assets in Russia and Ukraine with those of Altimo, the telecom arm of the Alfa Group.

    Crane Co.

    Orrick represented Crane Co. in its $800 million acquisition of MEI, cleared by the FTC and the European Commission (subject to remedies).

    Paddock Pharmaceuticals

    Our lawyers assisted Paddock Pharmaceuticals through U.S. Federal Trade Commission investigation and clearance of its $540 million acquisition by Perrigo Pharmaceuticals.

    Bright Food Co.

    Orrick advised Bright Food Co. in connection with its estimated $2.36 billion bid for the 50.1 percent stake in Yoplait France SA, the world's second largest yogurt maker, held by PAI Partners.

    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 represented Whole Foods in federal court in successfully challenging the administrative processes of the U.S. FTC in its complaint against the company’s 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 from the U.S. FTC and the European Commission 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.

    BASF/INEOS

    Orrick secured an early termination of the U.S. FTC’s investigation into a joint venture between BASF SE and INEOS Group that involved their global styrenics businesses. The FTC terminated its investigation just 55 days after Orrick filed the parties' Hart-Scott-Rodino Act notification papers.

    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.

    MatlinPatterson 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.

Client Results

Insights