Antitrust Scrutiny of Vertical Mergers and Vertical Agreements in 2019

Recent high-profile vertical mergers such as AT&T/Time Warner, CVS/Aetna, and CIGNA/Express Scripts have thrust such vertical deals back into the antirust spotlight. There continues to be much debate about how such mergers are to be analyzed, as evidenced by the U.S. Department of Justice’s appeal of the decision in AT&T/Time Warner and by the vigorous debate at a recent Federal Trade Commission workshop discussing the need for updated agency guidelines to address vertical mergers.

This course, presented by Craig G. Falls of Dechert LLP, will address how such mergers are likely to be analyzed by the agencies, how such analysis compares to trends in antitrust analysis of vertical agreements outside the merger context, and what merging parties should do to avoid potential blind spots as to the vertical risks implicated by their contemplated transactions.

Learning Objectives:

1. Identify the theories of antitrust harm concerning vertical mergers
2. Discuss how such theories affected several recent high-profile (as well as certain lesser known) merger reviews
3. Compare the merits of the various analytical frameworks being proposed for vertical mergers
4. Review how vertical merger analysis compares to antitrust scrutiny of vertical agreements generally
5. Develop a checklist of items for merging parties to consider when considering a potential merger with an entity operating at a different level of the distribution chain