Antitrust Law Compliance

Troutman Sanders has provided antitrust compliance counseling to numerous clients ranging from Fortune 50 companies to start-up businesses. We have advised clients on a broad range of antitrust issues relating to distribution agreements, dealer terminations, minimum and maximum resale price maintenance, and other assorted pricing issues. In order to counsel our clients in these areas, we learn our clients’ businesses so that when we are questions we can anticipate the inevitable follow-up questions and provide comprehensive answers that solve problems. We provide day-to-day antitrust counseling in a cost-effective and efficient manner.

In the HSR and merger context, we have provided counseling to numerous firms in their efforts to acquire new companies and other entities. While we routinely file HSR forms with the enforcement agencies, we also have a remarkable record of accomplishment in preventing additional requests for information once the filing has been submitted. In recent years, we have convinced the Department of Justice to allow a merger to go through within three weeks of their issuance of a second request. We were able to do this through our knowledge of DOJ enforcement procedures allowing us to anticipate the government’s questions. By anticipating the government’s questions we presented information to them in a manner that not only answered their questions but also resolved any additional issues that would have arisen later. We believe that the key to getting a deal done as quickly as possible is being prepared and knowing how the enforcers will perceive a transaction.

By anticipating what the enforcers will do, we are able to avoid protracted merger investigations. We can anticipate how the government will perceive a merger from our years of experience in defending government inquiries as well as our attorney’s experience while with the government. Our former government enforcers lead some of the largest merger investigations of the past decade, including Exxon-Mobil, BP-Arco and BP-Amoco, and Time-Warner’s acquisition of America On-Line. By knowing how to deal with government merger inquiries, we have accomplished impressive results for our clients.

In addition to counseling clients in their acquisitions, we also advise clients when others in their respective industries may be consolidating. Often when two major players in a market merge there is a potential for the client to be harmed by the new entity. We have counseled clients in this regard and have helped these clients communicate their concerns to the proper government enforcers. Often this type of proactive intervention results in alleviating the potential harm that may befall the client. Moreover, when other industry participants merge, there are often opportunities to acquire business entities that the government requires divested. In this scenario, assets can often be acquired for much less than the market would normally dictate. We believe that whenever industry consolidation occurs, other industry participants need to be aware of their options. We have successfully counseled numerous clients in these matters.