Merger Review and Counseling

Our clients benefit from our complete set of merger skills, acquired and honed in our lawyers’ experiences as outside counsel, in senior official positions at the antitrust agencies and in handling matters around the globe.

Hunton Andrews Kurth LLP assists clients with critical transactions in jurisdictions around the world. In the United States, our clients benefit from our substantial experience and the insights and skills provided by our Department of Justice and Federal Trade Commission alumni. Those alumni include former senior officials and staff attorneys for the DOJ and the FTC, as well as former government merger litigators. Our DOJ and FTC alumni participated at the highest levels in merger decision-making and analysis at the agencies, supervised numerous major merger investigations and litigations and played central roles in antitrust policy development. Filings in other jurisdictions are coordinated and supervised by us but handled by experienced local counsel. We advise not only parties but also third parties, including complainants, in merger reviews.

Experience

  • Service Offerings  

    • Analyzing prospective acquisitions, joint ventures and other transactions and their potential antitrust risks, including transactions in the retail, defense, health care and energy spaces.
    • Structuring transactions to minimize the chances of antitrust challenge, including specific guidance for private equity firms contemplating portfolio sales or acquisitions.
    • Shepherding clients through the premerger notification process, including filing Hart-Scott-Rodino (HSR) notifications and overseeing additional notifications in compliance with the merger control laws of jurisdictions outside the United States.
    • Responding to pre-acquisition and post-acquisition investigations by the US Department of Justice, the Federal Trade Commission and state law enforcement authorities, including responding to second requests, CIDs and subpoenas, negotiating consent decrees and other remedies and handling merger litigation by government authorities and private plaintiffs.
    • Representing customers, competitors and other interested parties before federal antitrust agencies and state law enforcement authorities in connection with mergers of suppliers, customers or competitors.

    Selected Current and Former Merger Review Matters

    • Represented a private equity buyer in a $3.6 billion acquisition of the largest privately held midstream crude operator in the Permian Basin.
    • Represented a major valve manufacturer before the Federal Trade Commission in connection with its sale to a competitor.
    • Represented one of the world’s largest supermarket chains before the Federal Trade Commission in connection with strategic divestitures of grocery assets in the United States. The FTC cleared the transaction with divestitures after a second request.
    • Represented the same supermarket chain before the Federal Trade Commission in a strategic acquisition of grocery assets.
    • Represented Universal Music Group before the Federal Trade Commission in its $1.9 billion acquisition of the recorded music business of EMI Music. After a second request and an extensive investigation, the FTC voted 5-0 to close its investigation without requiring divestitures or other remedies.
    • Represented Delta Air Lines before the US Department of Justice and the European Commission in its successful acquisition of Northwest Airlines to create the world’s largest air carrier. The investigation was closed without any divestitures or other remedies.
    • Represented a major recording company in its acquisition of the Spanish-language music division of a major media company. The acquisition was cleared by the Federal Trade Commission.
    • Represented a leading provider of medical and surgical supplies in its acquisition of another medical and surgical supplier.
    • Represented a large recording company in its acquisition of the music publishing division of a leading media conglomerate. The merger was ultimately cleared by the European Commission and DOJ, following a second request.
    • Advised a major US energy company in the antitrust review of several divestitures, including refining, midstream and marketing assets. All investigations closed in the United States without action.
    • Advised a top Department of Defense contractor on a joint venture.
    • Advised one of the top hospital systems in the country on the antitrust risk associated with another joint venture.

Insights