Our attorneys have advised on and defended mergers and joint ventures of all sizes—ranging from some of the largest mergers in US history to non-reportable transactions. In addition to advising on strategy and substance, we also negotiate and respond to Second Requests as well as third-part subpoenas and investigative demands. Our practice also includes advising on and assisting with Hart-Scott-Rodino (“HSR”) reporting as well as reporting requirements globally.
Bona Law advises clients at every stage of the merger review process: jurisdictional filing analyses, merger feasibility studies, remedies and structuring, and guiding transactions through enforcement agency investigations. We work with clients to analyze competitive impacts, antitrust planning in the initial stages of a transaction through the HSR premerger notification process, responding to second requests from the Federal Trade Commission (FTC) or the Department of Justice (DOJ), or investigative demands by state attorneys general, negotiating or litigating final resolution of antitrust issues, and representing clients in federal court Tunney Act proceedings to secure final approval of merger remedies reached with the government. We represent clients in a broad range of joint ventures, collaborations, and marketing and distribution alliances.
Depending on its complexity, advising on a merger or joint venture can require attorneys with multiple areas of expertise who can:
- analyze the competitive effect of the proposed merger or joint venture;
- design and implement a strategy to secure clearance;
- strategies to head off, narrow, or expedite a second request;
- advise on gun-jumping and information-sharing limits during due diligence and pre-close activities;
- design and implement a pre-merger planning mechanism to expedite the capture of merger synergies and speed-up post-merger integration;
- identify, where necessary, possible remedies for anticipated challenge areas including structural (divestitures) and behavioral (consent agreements) to ensure clearance (or, to avoid potential subsequent antitrust problems if no clearance is required);
- where necessary, conducting investigations into the target’s antitrust problems that may be revealed in due diligence.
For synergy-mergers, expediting the capture of merger synergies is both important and valuable. Our attorneys have been in the forefront of structuring and overseeing pre-merger integration planning designed to speed-up the recognition of these synergies while avoiding any impact to an ongoing investigation.
Because of our structure as an antitrust boutique, we often are called upon to advise clients whose transactional work is being done by excellent law firms that do not offer advanced antitrust expertise. We have integrated seamlessly into transaction teams to help solve problems and get the deal closed with minimum time and expense.
Relatedly, we have advised clients on US-based as well as multi-jurisdictional joint ventures as well as played a supervisory role in their ongoing operation.
Our practice of course includes HSR filings, but just as importantly, we advise on possible merger clearance problems and help develop merger clearance strategies while the deal can still be re-structured.
Finally, we also have considerable experience in assisting companies that want to raise objections to proposed mergers or acquisitions—either publicly or confidentially—to federal or state antitrust agencies.