Mergers & Acquisitions

Crowell & Moring has successfully handled the antitrust clearance of some of the largest and most complex mergers and acquisitions in recent history. We pride ourselves on guiding our clients through the successful review of their most important strategic transactions. Our track record of consistent success speaks for itself.

We have one of the largest and most active antitrust mergers and acquisitions practices around. It is not uncommon for our firm to handle several second requests each year, while working closely with the antitrust agencies in many other cases to resolve matters without a second request.

Our M&A practice takes clients from antitrust planning in the initial stages of a transaction, through the Hart-Scott-Rodino premerger notification process, responding to second requests from the Federal Trade Commission (FTC) or the Department of Justice (DOJ), or investigative demands by state attorneys general, negotiating or litigating final resolution of antitrust issues, and representing clients in federal court Tunney Act proceedings to secure final approval of merger remedies reached with the government. We represent clients in a broad range of joint ventures, collaborations, and marketing and distribution alliances.

Our strategy is to form long-standing client relationships and to invest in developing deep understanding of our clients' businesses. We use that knowledge to identify any transactions that are likely to attract significant scrutiny and to prepare our clients to manage the merger review process, rather than be managed by it. Where appropriate, we begin the advocacy process in advance, positioning the company to respond quickly to any demands for documents and information and to avoid delays to the transaction's consummation. We have deep experience working with the antitrust and competition agencies and, when necessary, are prepared to litigate a government challenge.

We represent large and small clients in all sectors of the economy, from telecommunications to chemicals, from health care to energy, aerospace, media, agriculture, finance, consumer goods, and many others.

REPRESENTATIVE ENGAGEMENTS

  • AT&T in its $48 billion acquisition of DIRECTV
  • United Technologies in its $18.4 billion acquisition of Goodrich
  • Coventry Health in its $5.7 billion sale to Aetna
  • DuPont in its $4.9 billion sale of its coatings business
  • AT&T in its proposed $39 billion acquisition of T-Mobile
  • AT&T in its $86 billion acquisition of BellSouth
  • SBC Communications and Cingular Wireless in their $41 billion acquisition of AT&T Wireless (the largest all-cash transaction in U.S. history)
  • DuPont in its $6.3 billion acquisition of Danisco
  • Rio Tinto in the divestiture of U.S. coal assets
  • Reed Elsevier in its $4.1 billion acquisition of ChoicePoint
  • United Technologies in its $1.8 billion acquisition of the GE Security business
  • Sierra Health Services in its $2.6 billion acquisition by UnitedHealth Group

One of our areas of concentration is handling transactions involving aerospace, defense, intelligence and other government contractors. These transactions often raise distinct substantive and procedural issues and require coordination between DOJ/FTC and the Department of Defense (DOD), NASA, or other government agencies.

MULTIJURISDICTIONAL TRANSACTIONS

Crowell & Moring has significant experience in assessing international merger control and competition filing requirements. We work closely with a strong network of local counsel to coordinate and manage competition filings and clear transactions around the world. In the past two years, we have successfully handled transactions that required filings in Brazil, Canada, China, Germany, Italy, Korea, Russia, South Africa, Turkey, Taiwan and several other jurisdictions.

For more information visit our European Competition Law practice.

JOINT VENTURES AND TEAMING AGREEMENTS

We also have extensive experience handling the antitrust issues related to the formation of joint ventures, teaming arrangements, and other competitor collaborations. Unlike mergers and acquisitions, these transactions raise additional issues of ongoing relationships between existing competitors. Our lawyers analyze potential joint ventures and work with clients to accomplish their business goals while managing the antitrust risk.

REPRESENTATIVE ENGAGEMENTS

  • Alcoa in the formation of its purchasing joint venture, Evermore Recycling
  • Pratt & Whitney in the formation of aeroengine joint ventures with General Electric and Rolls Royce
  • E.I. DuPont de Nemours in the formation of its biotech trait and genetics licensing joint venture, Greenleaf Genetics, with Syngenta
  • Bank of America, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan Chase, Merrill Lynch, and UBS in the formation of trading platform ICE US Trust
  • Sikorsky in its teaming arrangement with Lockheed Martin to support helicopters for the U.S. Navy
  • DuPont in the formation of its soy nutrition ingredients joint venture, Solae

THIRD-PARTY INVOLVEMENT IN MERGER INVESTIGATIONS

Antitrust authorities throughout the world increasingly rely on third parties (including customers, suppliers, and competitors) to inform their merger review and analysis. This process provides industry participants with an opportunity to advocate competitive concerns and seek appropriate conditions. It also can expose them to burdensome document and information requests.

Crowell & Moring has represented numerous third parties in this context. We work with our clients to assess the potential impact of a transaction on their business, develop strategies for whether and when to reach out to the reviewing agency, and evaluate how to respond to agency inquiries. This is done while effectively presenting the client's views consistent with its overarching business objectives.

We also develop strategies for protecting the confidentiality of those views and narrow the scope of agency requests to limit the burden and expense of compliance. Depending on the client's interests, participation may range from simply providing facts to more aggressively expressing substantive concerns with the competitive impact of the proposed transaction.

Within the past few years, we have represented third parties in over a dozen major transactions where we developed and implemented affirmative strategies to express concerns, including providing significant factual presentations, utilizing economic experts, drafting declarations, and submitting white papers.