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-party subpoenas and investigative demands. Our practice includes Hart-Scott-Rodino (“HSR”) reporting, global reporting, spotting possible merger clearance problems and developing clearance strategy. Where competition law requires amendments to deal structures, our commercial experience and strong relationships with competition officials globally allow us to deliver innovative solutions. We have a proven track record of obtaining unconditional approvals or conditional approvals with minimal corrective measures attached, even in difficult cases where anti-competitive effects appear certain.
Bona Law advises clients at every stage of the merger review process: multi-jurisdictional filing analyses, merger feasibility studies, remedies and structuring, and enforcement agency investigations. We work with clients to analyze competitive impact, engage in antitrust planning from the initial stages of a transaction through the HSR premerger notification process, and respond to second requests from the Federal Trade Commission, the Department of Justice, or state Attorneys General. We also negotiate or litigate final resolution of antitrust issues and represent clients in federal court Tunney Act proceedings to secure final approval of merger remedies reached with the government.
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;
- strategize 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.
Our team has deep experience both through government and corporate employment working with international and local law firms in various jurisdictions to obtain approvals from foreign competition authorities in global M&A transactions. And 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.
Our clients seek our advice in a broad range of matters involving domestic and multi-jurisdictional joint ventures (including their oversight), marketing and distribution alliances, and other industry collaborations.
And we 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.