The European Commission (EC) is increasingly invoking conglomerate theories of harm in its merger reviews. The complexity of these theories is resulting in more in-depth Phase 2 reviews and behavioral access commitments are relatively common for conglomerate mergers in the high-tech space.

In January 2018, the U.S. Supreme Court granted certiorari in In re vitamin C Antitrust Litigation, the first lawsuit in U.S. history where the Chinese government has intervened to take a position in a case. The request for Supreme Court review followed a September 2016 decision by the Second Circuit that set aside a US$147 million treble damages verdict for the U.S.-purchaser plaintiffs. In setting aside the verdict, the Second Circuit held that the district court had failed to follow the reasoning in a submission by the Chinese Ministry of Commerce about the meaning and effect of Chinese competition law.

Shearman & Sterling represented the underwriters, led by J.P. Morgan, in connection with a shelf takedown of $500 million of ONEOK, Inc.’s 2.75% notes due 2024, $750 million of ONEOK, Inc.’s 3.40% notes due 2029 and $750 million of ONEOK, Inc.’s 4.45% notes due 2049. The net proceeds from the offering are being used for general corporate purposes.

Leniency programs have been one of the most effective tools for cartel prosecution over the past two decades. While there has been a proliferation of leniency programs across jurisdictions, established agencies such as the United States Department of Justice (DOJ) and the European Commission (EC) are experiencing a decrease in the number of leniency applications. This note examines possible explanations for the decline in leniency applications, but concludes that the benefits of leniency still outweigh those costs in most cases.

In a number of jurisdictions, antitrust authorities may challenge consummated mergers even when the parties were not required to report those deals in the first instance or where the parties reported the deals, but the authorities did not initiate challenges after their pre-closing review. This article identifies some examples of merger challenges in these circumstances and other antitrust risks that arise with nonreportable mergers, and discusses lessons parties should draw from the antitrust authorities’ enforcement practices.

Shearman & Sterling advised Equistone Partners Europe (Equistone) on the acquisition financing of a majority stake in Omnicare, a pharmaceutical wholesaler operating throughout Germany that primarily distributes finished medicinal products to compounding pharmacies for the patient-specific production of cancer drugs.

Shearman & Sterling advised Viacom Inc. in its merger with CBS Corporation, which will create a leading global multiplatform, premium content company with more than $28 billion in revenue.

Shearman & Sterling represented Zhongtai International Securities Limited, AMTD Global Markets Limited, Admiralty Harbour Capital Limited and ABCI Capital Limited as initial purchasers in connection with Meilun (BVI) Limited’s offering of $163 million 9% senior notes due 2022, unconditionally and irrevocably guaranteed by Shandong Chenming Paper Holdings Ltd.

The draft agreement on the U.K.’s withdrawal from the EU (the Draft Withdrawal Agreement), published on November 14, 2018, still sets out the only agreed terms of the divorce element of the U.K.’s withdrawal — despite the delays and extensions.

Shearman & Sterling is advising Liberty Global in connection with its modified Dutch auction tender offers, which commenced on August 12, 2019.  In the tender offers, the company is offering to purchase up to $2.5 billion of its ordinary shares from its shareholders, consisting of up to $625 million of its Class A shares at a price not greater than $29.00 and not less than $25.25 per Class A share, and up to $1.875 billion of its Class C shares at a price not greater than $28.50 and not less than $24.75 per Class C share.