Practices: Antitrust (Transactional)

Many mergers, acquisitions, divestitures, asset sale/purchases and joint ventures do not raise antitrust concerns. For those that do, we know how to guide a deal through the Hart-Scott-Rodino (HSR) review process with the Federal Trade Commission and U.S. Department of Justice. Navigating the HSR review process depends on a coordinated strategy right from the start. Our lawyers work directly with lawyers and executives on both sides of the deal to develop and execute that kind of strategic approach.

Pre-Merger Approval

The foundation of effective pre-merger approval is coordinating the resources to gather historical financial and industry information for both of the target companies. You will work directly with our lawyers as together we develop an approval strategy for early termination of the HSR waiting period. No matter what the size and complexity of your transaction, we can analyze the relevant historical industry data to make your case for approval, using the government’s new North American Industry Classification System (NAICS codes) to analyze the data. Many requests are approved within 30 days of submission. However, when necessary, we manage regulators’ second information requests efficiently and effectively and secure an appropriate consent decree.

Creative Structuring

If your transaction needs creative structuring to secure the necessary approval, these examples illustrate the ways we have helped clients:

• Setting up a new business entity to facilitate the divisional spinoff of a major moving company.
• Representing a large utility in a joint venture that triggered an HSR inquiry, and structuring the transaction as a three-stage deal to meet regulatory approval.
• Helping a private equity fund with multiple medical device portfolio companies secure approval of an interest valued at over $800 million in a pharmaceutical company.

IP Assurance

Many business combinations focus on competitive advantage from the acquisition, use or licensing of patents and trademarks, and may require intellectual property experience to deal with such issues as exclusive licensing and monopoly leveraging. In licensing arrangements, joint ventures or strategic alliances, you can rely on us to handle the regulatory and antitrust implications as well as the patent or trademark application issues. The result is that you get clear title and assured security for the rights that you’ve purchased.

Right Answers

You know the transactions that will make your company stronger. Yet if they are not properly presented to regulatory authorities for approval, what makes competitive sense can be secondary to procedural barriers. Ungaretti & Harris works to ensure that the right questions are answered so that your deal is approved, quickly and without controversy.