This session presented by Dechert LLP antitrust partners Paul Denis, Mike Cowie, and Michael Weiner focuses on ways in which inside and outside counsel can best work with the company’s business leaders, the company’s documents and data, and government staff to overcome obstacles to difficult deals. The Federal Trade Commission and U.S. Department of Justice have developed an analytical framework to review mergers and acquisitions. This session focuses on the most contested areas of government - merger review, including the role of documents and data in analysis of efficiencies, market definition, and competitive effects.
I. Understand deal rationale and efficiencies –Explaining the benefits of the deal in positive terms, and the role of efficiencies in challenging strategic deals
II. Recognize market definition – The role of market definition and market shares in merger analysis
III. Identify commercial realities and competitive effects –The growing importance of competitive effects analysis – looking beyond market shares
Michael L. Weiner, Co-Leader of the antitrust/competition practice, provides strategic advice, resolves government investigations and effectively litigates for clients with antitrust issues in a broad range of industries. He has significant experience in the telecommunications and technology industries, having recently represented Yahoo!, Inc. in its joint venture with Microsoft, Inc. and its proposed distribution relationship with Google, Travelport Inc. in its acquisition of Worldspan LP and two regional wireless telecom providers in their acquisitions by AT&T, Inc. and Verizon Wireless, respectively.
In his litigation work, Mr. Weiner has handled price-fixing and other antitrust class actions in a variety of industries, including insurance (AXIS Specialty Insurance Company and AXIS Surplus Insurance Company), real estate brokerage (Realogy Corp.), art auctions (Christie’s, Inc.) and magnesite (China Minmetals Corporation and China National Minerals Co., Ltd).
Mr. Weiner has been recognized for his work by legal referral guide Chambers USA, where he was “praised by commentators who note that ‘he is extremely knowledgeable on substantive antitrust law, and better yet, he’s easy to work with.’” Chambers USA also wrote that Mr. Weiner has won “particular acclaim” for his “M&A expertise” and is also noted for his “concise and excellent writing skills.” He has been named a national and New York “litigation star” in Benchmark Litigation, “recommended” in Legal 500, and listed in Chambers Global, Who’s Who Legal, International Who’s Who of Competition Lawyers and Global Counsel Handbooks’ Competition Law as well as in The Best Lawyers in America. He was also featured in Global Competition Review’s “45 Under 45 Survey of International Competition Lawyers.”
He is a frequent speaker and author on a wide range of antitrust/competition issues and currently serves on the editorial board of World Competition Law and Economics Review. He is also the former editorial chair of ANTITRUST magazine (1994-1998), as well as a former Council Member and Officer of the ABA’s Antitrust Section.
Mike Cowie guides industry leaders past antitrust obstacles, enabling them to grow their business and protect their strategic interests. Mr. Cowie has handled industry-transforming transactions for some of the largest and most successful companies in the world. His advice builds upon insights gained while directing precedent-setting investigations for the government.
Mr. Cowie previously served in the Federal Trade Commission’s Bureau of Competition as Assistant Director, where he managed a 25-attorney team responsible for antitrust merger investigations. Mr. Cowie also served as the FTC’s Senior Litigation Counsel responsible for leading the Commission’s antitrust litigation. He received several honors from the FTC, including the Commission’s Meritorious Service and Superior Service awards.
Mr. Cowie has been called upon for expert antitrust testimony in the U.S. Congress, state legislature, and federal agencies. He has been featured on CNBC and CNN and has provided antitrust commentary to The Wall Street Journal, the Financial Times, The New York Times, and The Washington Post.
Mr. Cowie’s precedent-setting cases in government include the following:
Paul T. Denis focuses his practice on mergers and other business combinations under antitrust scrutiny. Combining unique insights from his government tenure in the Antitrust Division of the U.S. Department of Justice with diverse private sector experience, Mr. Denis advises on the antitrust implications of business practices, structures transactions to obviate competition law and Hart-Scott-Rodino issues, quietly resolves the most sensitive and complex government investigations, and forcefully litigates to achieve the results needed by his clients. He is Deputy Chair of the firm’s global litigation practice group, a member of the firm’s policy committee, and formerly co-chaired the firm’s antitrust practice.
Law 360 named Mr. Denis as one of eight Competition Law MVPs in the United States for 2012 & 2013. He is perennially ranked as one of the leading antitrust lawyers in Washington, DC by Chambers USA, Benchmark Litigation, Legal 500, The Best Lawyers in America, Who’s Who Legal, PLC Cross Border Competition and Leniency Handbook, and The International Who’s Who of Competition Lawyers and Economists. Chambers Global and Benchmark Litigation have ranked him as one of the leading antitrust lawyers nationally in the United States. Commenting on his skills at advice and persuasion, clients have told reviewers that “Paul Denis is the gold standard for antitrust counsel. His advice is never provided in a vacuum. He readily understands the business context of his advice and counsels accordingly,” and clients have praised his ability to “analyze problems . . . being strategic, commercial and very responsive.” They also observed that he “never gets ruffled, and is aggressive in an effective way on behalf of his clients.”
Mr. Denis has guided numerous high-profile transactions to unconditional clearance including Express Scripts/Medco, Monster/Hot Jobs, Kellogg/Wholesome & Hearty, Travelport/Worldspan, Harrah’s/Horseshoe, and CSX/Norfolk Southern/Conrail. The work of Dechert’s antitrust team on the Express Scripts/Medco transaction received a “Standout” rating and the highest score of the year for corporate law matters in Financial Times’ Innovative Lawyers 2012. Recently, Mr. Denis’ role as antitrust counsel in the high-profile US Airways/American Airlines and OfficeMax/Office Depot mergers was recognized in two Washington Post articles, “American-US Airways Merger is ‘A New Way of Doing Business’” and “Washington Antitrust Lawyer a Common Thread in Two Major Mergers,” as well as an article in The Wall Street Journal, “Dechert Lawyer Helped Keep Mergers on Track: Paul Denis Played a Key Role in OfficeMax, US Airways Deals.”
In other transactions, Mr. Denis has crafted effective settlements to secure closing and preserve the efficiency benefits of the transaction including in Dean Foods/Foremost Farms, DSI Renal/DaVita, Whole Foods/Wild Oats, J&J/Pfizer Consumer Products Division, and Suiza Foods/Dean Foods. In litigation, Mr. Denis has been lead antitrust counsel defending high-profile transactions from government and private attack including Polypore International, Inc. v. Federal Trade Commission (11th Circuit and Supreme Court appeal), United States and Plaintiff States v. Dean Foods Company (E.D. WI), Federal Trade Commission v. Whole Foods Market (D.D.C. and D.C. Cir), and Kottaras v. Whole Foods Market (D.D.C. and D.C. Cir).
While serving in the Antitrust Division, Mr. Denis was the principal draftsman of the United States Department of Justice and Federal Trade Commission 1992 Horizontal Merger Guidelines (noted as “one of the most cited documents of modern antitrust”), which is the foundation for merger guidelines around the world including the current U.S. merger guidelines.
Mr. Denis is also a frequent author and speaker and regularly acts as a media spokesperson on antitrust and merger clearance topics.
Mergers, Acquisitions, Joint Ventures, and Other Business Combinations
Additional notable clients that Mr. Denis has represented in complex business combinations include Kellogg Company, Gate Gourmet, Fortune Brands, Israel Chemical Ltd, Hotwire.com, Mississippi Chemical Company, Pierce Leahy, and Continental Grain (now ContiGroup).
Mr. Denis possesses a deep understanding of the intricacies of the Hart-Scott-Rodino Act and its implementing regulations. He uses this knowledge to structure transactions and also to represent clients in Hart-Scott-Rodino enforcement investigations.
Other Governmental Investigations
Mr. Denis brings the same skill to bear on civil and criminal antitrust investigations outside of the area of business combinations. He has quietly and effectively resolved investigations touching on alleged price fixing, resale price maintenance, unfair advertising practices, exclusionary distribution practices, and exclusive dealing.
I loved how detailed they were and the examples helped place the materials in perspective.
Clear and concise. Really helpful tips on thinking through deals. Speakers have experience with great companies to share
great overview of the practical aspects of an antitrust challenge to a merger.
Impressive presentation on the realities of getting a merger or acquisition approved.
I would recommend the course for someone in this practice area...otherwise, it is painful to sit through just for credit!
Excellent program with very interesting insights from Paul Denis.
All three spekers were knowledgable and were generally able to provide the information iwith clarity
Comprehensive with good examples.
Very informative presentation by knowledgeable and clear .speakers. I highly recommend the presentation.
Not my area, but interesting. Good part on due diigence.
A very good overview of the subject
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