Merger Control

Merger Control

High-stakes mergers and acquisitions demand experienced antitrust counsel. Shearman & Sterling’s Antitrust Group has an extensive track record in dealing with complex Phase I and Phase II merger investigations by the European Commission and national competition authorities and Second Request investigations in the US, having obtained unconditional clearances for our clients in many high-profile cases. In other transactions, our lawyers were instructed late in the case, including after the commencement of a Phase II, yet were able to reverse the situation.

Where remedies are required, we have reached successful settlements on the basis of innovative remedies which adequately address the authority’s concern without undermining the commercial value of the acquisition. By integrating cutting-edge economic analyses into the defense of a proposed transaction, we craft robust legal and economic arguments challenging the authority’s initial presumption of anti-competitive effects.

Due to their professional connections, experience and knowledge, our lawyers are able to engage effectively with the highest levels of the European Commission, Federal Trade Commission and Department of Justice hierarchy.

Managing Multi-Jurisdictional Clearance Processes

The antitrust team advises on international transactions that require clearance in jurisdictions throughout the world. We advise on worldwide intervention risk and clearance strategies to maximize the client’s ability to obtain all the necessary clearances as expeditiously as possible. These strategies include, if appropriate, the design of remedy packages that can be used to address issues with all relevant regulators, minimizing the commercial impact so far as practicable and consistent with the client’s commercial objectives. We have access to an international network of leading antitrust counsel with whom we work regularly and can recommend.

We have managed and coordinated filings in more than 40 jurisdictions around the world, including Argentina, Australia, Austria, Belgium, Brazil, Bulgaria, Canada, China, Colombia, European Union, France, Germany, Greece, Ireland, Israel, Italy, Japan, Kenya, Mexico, Netherlands, New Zealand, Norway, Poland, Portugal, Russia, Serbia, Singapore, Slovakia, South Africa, South Korea, Spain, Switzerland, Taiwan, Turkey, Ukraine, United Kingdom, and United States.

Featured Matters

  • Arch Chemicals before the UK, French and German antitrust authorities in connection with Lonza’s US$1.4 billion acquisition of all outstanding shares of Arch. The transaction was cleared unconditionally.
  • Ardagh in a Second Request investigation before the US Federal Trade Commission regarding its pending US$1.7 billion acquisition of Verallia North America from Compagnie de Saint-Gobain.
  • Barry Callebaut before the European Commission in its pending US$950 million acquisition of the Cocoa Ingredients Division of Petra Foods Limited.
  • BASF before the US Federal Trade Commission in obtaining unconditional clearance for its US$1.02 billion acquisition of Becker Underwood from Norwest Equity Partners.
  • Cadbury before the European Commission in its US$19.4 billion acquisition by Kraft. The transaction was cleared with limited conditions.
  • Caterpillar Inc. before the European Commission in its US$8.6 billion acquisition of Bucyrus International. The transaction was unconditionally cleared.
  • Citigroup on the US antitrust aspects of its sale of EMI Group for a combined US$4.1 billion. EMI’s Music Publishing Business was sold to a consortium led by SonyATV and Mubadala Development Company and EMI’s Recorded Music Division was sold to Vivendi’s Universal Music Group. Both transactions were unconditionally cleared by the US Federal Trade Commission.
  • IntercontinentalExchange before the European Commission in its pending US$8.2 billion acquisition of NYSE Euronext.
  • Parmalat S.p.A. before the European Commission in connection with Lactalis’ €3.4 billion acquisition of 100% of Parmalat’s share capital. The transaction was cleared unconditionally.
  • Psychiatric Solutions in its US$3.1 billion auction and the subsequent Second Request investigations by the US Federal Trade Commission and several state attorneys general of its acquisition by Universal Health Services. The transaction was cleared conditionally.
  • SunCor Energy, Inc. before the US Federal Trade Commission in its US$15.8 billion acquisition of Petro-Canada. The transaction was cleared unconditionally.
  • Sybase before the US Departments of Justice in the US$5.8 billion acquisition by SAP. The transaction was cleared unconditionally.
  • Singapore Airlines on EU and US regulatory antitrust aspects of the pending disposal of its 49% shareholding in Virgin Atlantic to Delta Air Lines. Virgin Group and Sir Richard Branson will retain the majority 51% stake.
  • Syniverse before the European Commission in a pending Phase II investigation regarding its proposed acquisition of MACH. Shearman & Sterling also coordinates all non-EU clearance processes.
  • Synthes before the US Federal Trade Commission in the Second Request investigation and worldwide merger filings of its US$21.4 billion acquisition by Johnson & Johnson. The transaction was cleared with limited conditions.
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