Merger Clearances


Comprehensive Capabilities: A significant part of Sidley's global antitrust practice involves counseling clients concerning contemplated mergers, joint ventures and similar transactions, and advising and representing clients in literally all phases of the merger control process. We regularly:

  • Advise clients on the antitrust implications of proposed transactions and how to structure deals to reduce antitrust risks.
  • Identify jurisdictions where merger filings are required, prepare filings in certain jurisdictions and engage local counsel to prepare them in others.
  • Advise and represent clients when transactions are investigated by government authorities, including the Department of Justice, Federal Trade Commission and state Attorneys General in the United States; the European Commission and national competition authorities in Europe; and relevant authorities in other jurisdictions.
  • Handle second requests and second phase investigations, negotiating settlements where concerns arise and litigate to defend transactions when they are challenged in court or, in the United States, before an administrative law judge at the Federal Trade Commission or another agency.
  • Develop strategies for gaining approvals for multi-jurisdictional transactions and coordinating with co-counsel around the world.
  • Represent parties to proposed transactions as well as investors pursuing due diligence, complainants contesting transactions and third-party recipients of government information and document requests.
  • Retain and work with consulting economists and industry experts, and coordinate multidisciplinary written and oral presentations to government authorities.

Complex, Multi-Jurisdictional Proceedings: We handle antitrust issues associated with merger, joint venture and similar transactions of all sizes, including some of the largest, most complex transactions for the world’s biggest companies. Many of the merger transactions we handle involve multi-jurisdictional merger control issues, including merger filings and the defense of transactions in jurisdictions on every continent. In addition, in the United States, we are experienced in defending transactions investigated by state Attorneys General, in addition to the U.S. Department of Justice and the U.S. Federal Trade Commission.

Representative Engagements:

  • We recently represented a large, multinational provider of business services in connection with its successful, multi-billion dollar acquisition of a major competitor. This transaction had to be notified in nine jurisdictions in North and South America, Europe and Africa. It was then formally investigated by competition authorities in four of those jurisdictions, including the U.S. Department of Justice and the U.K. Office of Fair Trading. With the benefit of efficient collaboration with local counsel in certain jurisdictions, the client was able to close this transaction within 14 weeks from the date it was announced.
  • We represented a large electronic funds transfer network in a multi-billion dollar transaction that was investigated not only by the U.S. Department of Justice, but also by the Attorneys General in seven states and the District of Columbia. This transaction was closed following the successful negotiation of a divestiture remedy.
  • We represented a leading global consumer electronics company in a review of the multi-jurisdictional filing requirements associated with the establishment of a joint venture in China, including requirements under the new Chinese Anti-Monopoly Law.

Diverse Industry Experience: Sidley’s work on mergers and joint venture transactions has involved clients in almost every conceivable industry, including: car rentals, automobile parts, insurance brokerage, business consulting, telecommunications, medical devices and pharmaceuticals, gaming, electric power generation, food processing, payments systems and electronic funds transfer, alcoholic beverages, motion picture theaters, consumer products, financial services, Internet and e-commerce, homebuilding, defense contracting, retail, newspapers, wireless communications, hotels, meat packing, magazines and industrial products.

Experience in Regulated Industries: Some of the transactions we handle are for companies in regulated industries. When this is true, Sidley’s competition lawyers are able to save costs and improve results by working with regulatory professionals in other practice groups throughout the firm.

We frequently work, for example, with regulatory professionals in our Communications, Financial Institutions, Transportation, Energy, Life Sciences and Healthcare practices. In addition, when we handle transactions in regulated industries, we frequently prepare materials for and otherwise interact with officials in sector-specific regulatory agencies, such as the Federal Communications Commission, the Federal Energy Regulatory Commission and bank regulatory agencies in the United States and similar regulatory authorities in other jurisdictions.

Representative Engagements:

  • Lawyers in both the antitrust and Communications groups represented AT&T Corp. as regulatory and antitrust counsel in its $16 billion merger with SBC Communications, and then represented the new AT&T, Inc. as regulatory and antitrust counsel in its $80+ billion merger with BellSouth Corporation. In these proceedings, Sidley represented AT&T before the U.S. Federal Communications Commission, the U.S. Department of Justice, several state regulatory commissions and various non-U.S. regulatory bodies.
  • For a major non-U.S. bank, Sidley handed several acquisitions of branch offices in the United States. Sidley’s antitrust lawyers worked with Financial Institutions lawyers to secure the necessary regulatory approvals for this transaction, preparing the competition-related portions of required filings and interacting with relevant officials at the U.S. Federal Deposit Insurance Corporation.
  • Sidley’s antitrust group worked with lawyers in our Life Sciences group to evaluate the competition issues associated with a proposed merger in the medical devices industry.

Representation for Complainants: As noted above, we frequently represent companies that have concerns about transactions proposed by others to bring those concerns to the attention of law enforcement officials.

Representative Engagements:

  • We assisted a major multinational technology company in intervening in the U.S., European and Chinese reviews of two major transactions involving competitors.
  • Sidley’s antitrust team worked with lawyers in the Healthcare group to assist a supplier of medical equipment in opposing a merger of two competitors, succeeding in getting the U.S. Federal Trade Commission to intervene in this transaction.
  • On behalf of a sport regulatory authority, we intervened at the European Commission in relation to a third-party transaction that was subsequently abandoned following an in-depth investigation.

Praise for Sidley: Our merger control knowledge and experience is strategic, practical, and informed, often drawing from prior service in government. Our team leaders have received consistent, widespread recognition in the leading bar publications such as Chambers, Global Competition Review, Who’s Who Legal, Legal 500 and the PLC Cross-Border Competition Handbook.

Comprehensive Capabilities: A significant part of Sidley's global antitrust practice involves counseling clients concerning contemplated mergers, joint ventures and similar transactions, and advising and representing clients in literally all phases of the merger control process. We regularly:

  • Advise clients on the antitrust implications of proposed transactions and how to structure deals to reduce antitrust risks.
  • Identify jurisdictions where merger filings are required, prepare filings in certain jurisdictions and engage local counsel to prepare them in others.
  • Advise and represent clients when transactions are investigated by government authorities, including the Department of Justice, Federal Trade Commission and state Attorneys General in the United States; the European Commission and national competition authorities in Europe; and relevant authorities in other jurisdictions.
  • Handle second requests and second phase investigations, negotiating settlements where concerns arise and litigate to defend transactions when they are challenged in court or, in the United States, before an administrative law judge at the Federal Trade Commission or another agency.
  • Develop strategies for gaining approvals for multi-jurisdictional transactions and coordinating with co-counsel around the world.
  • Represent parties to proposed transactions as well as investors pursuing due diligence, complainants contesting transactions and third-party recipients of government information and document requests.
  • Retain and work with consulting economists and industry experts, and coordinate multidisciplinary written and oral presentations to government authorities.

Complex, Multi-Jurisdictional Proceedings: We handle antitrust issues associated with merger, joint venture and similar transactions of all sizes, including some of the largest, most complex transactions for the world’s biggest companies. Many of the merger transactions we handle involve multi-jurisdictional merger control issues, including merger filings and the defense of transactions in jurisdictions on every continent. In addition, in the United States, we are experienced in defending transactions investigated by state Attorneys General, in addition to the U.S. Department of Justice and the U.S. Federal Trade Commission.

Representative Engagements:

  • We recently represented a large, multinational provider of business services in connection with its successful, multi-billion dollar acquisition of a major competitor. This transaction had to be notified in nine jurisdictions in North and South America, Europe and Africa. It was then formally investigated by competition authorities in four of those jurisdictions, including the U.S. Department of Justice and the U.K. Office of Fair Trading. With the benefit of efficient collaboration with local counsel in certain jurisdictions, the client was able to close this transaction within 14 weeks from the date it was announced.
  • We represented a large electronic funds transfer network in a multi-billion dollar transaction that was investigated not only by the U.S. Department of Justice, but also by the Attorneys General in seven states and the District of Columbia. This transaction was closed following the successful negotiation of a divestiture remedy.
  • We represented a leading global consumer electronics company in a review of the multi-jurisdictional filing requirements associated with the establishment of a joint venture in China, including requirements under the new Chinese Anti-Monopoly Law.

Diverse Industry Experience: Sidley’s work on mergers and joint venture transactions has involved clients in almost every conceivable industry, including: car rentals, automobile parts, insurance brokerage, business consulting, telecommunications, medical devices and pharmaceuticals, gaming, electric power generation, food processing, payments systems and electronic funds transfer, alcoholic beverages, motion picture theaters, consumer products, financial services, Internet and e-commerce, homebuilding, defense contracting, retail, newspapers, wireless communications, hotels, meat packing, magazines and industrial products.

Experience in Regulated Industries: Some of the transactions we handle are for companies in regulated industries. When this is true, Sidley’s competition lawyers are able to save costs and improve results by working with regulatory professionals in other practice groups throughout the firm.

We frequently work, for example, with regulatory professionals in our Communications, Financial Institutions, Transportation, Energy, Life Sciences and Healthcare practices. In addition, when we handle transactions in regulated industries, we frequently prepare materials for and otherwise interact with officials in sector-specific regulatory agencies, such as the Federal Communications Commission, the Federal Energy Regulatory Commission and bank regulatory agencies in the United States and similar regulatory authorities in other jurisdictions.

Representative Engagements:

  • Lawyers in both the antitrust and Communications groups represented AT&T Corp. as regulatory and antitrust counsel in its $16 billion merger with SBC Communications, and then represented the new AT&T, Inc. as regulatory and antitrust counsel in its $80+ billion merger with BellSouth Corporation. In these proceedings, Sidley represented AT&T before the U.S. Federal Communications Commission, the U.S. Department of Justice, several state regulatory commissions and various non-U.S. regulatory bodies.
  • For a major non-U.S. bank, Sidley handed several acquisitions of branch offices in the United States. Sidley’s antitrust lawyers worked with Financial Institutions lawyers to secure the necessary regulatory approvals for this transaction, preparing the competition-related portions of required filings and interacting with relevant officials at the U.S. Federal Deposit Insurance Corporation.
  • Sidley’s antitrust group worked with lawyers in our Life Sciences group to evaluate the competition issues associated with a proposed merger in the medical devices industry.

Representation for Complainants: As noted above, we frequently represent companies that have concerns about transactions proposed by others to bring those concerns to the attention of law enforcement officials.

Representative Engagements:

  • We assisted a major multinational technology company in intervening in the U.S., European and Chinese reviews of two major transactions involving competitors.
  • Sidley’s antitrust team worked with lawyers in the Healthcare group to assist a supplier of medical equipment in opposing a merger of two competitors, succeeding in getting the U.S. Federal Trade Commission to intervene in this transaction.
  • On behalf of a sport regulatory authority, we intervened at the European Commission in relation to a third-party transaction that was subsequently abandoned following an in-depth investigation.

Praise for Sidley: Our merger control knowledge and experience is strategic, practical, and informed, often drawing from prior service in government. Our team leaders have received consistent, widespread recognition in the leading bar publications such as Chambers, Global Competition Review, Who’s Who Legal, Legal 500 and the PLC Cross-Border Competition Handbook.

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