Mergers, Acquisitions, and Joint Ventures
Steptoe’s transatlantic antitrust team counsels clients at every stage of the merger process, including risk assessment, jurisdictional filing analyses, merger feasibility studies, and structuring and guiding transactions through enforcement agency investigations. We listen and work closely with our clients to identify possible competition concerns early and handle merger reviews as expeditiously as possible.
Although many of our clients have succeeded in avoiding lengthy government investigations, we have helped clients to resolve efficiently those transactions that do become the subject of in-depth government scrutiny. We regularly appear before the Federal Trade Commission (FTC) and the Antitrust Division of the US Department of Justice (DOJ) as well as before the Directorate-General for Competition of the European Commission (DGCOMP). We also handle premerger filings in the major EU jurisdictions, including France, Germany, Italy, Spain, and the UK, and coordinate teams of local counsel in all major countries with active merger control regimes, including China, Japan, South Korea, and Brazil among others.
With the support of the firm’s strong regulatory practices, we represent clients in many industries that are regulated or have been deregulated in recent decades. We regularly advise clients on merger control issues as they affect the chemicals, pharmaceuticals, electric utility and power generation, telecommunications, internet, airline, railroad, trucking, pipeline, IT, defense, maritime, financial services, food production, and other industries.
- Representing major energy company in connection with DOJ investigation of its proposed acquisition of a CCGT power plant.
- Represented Netflix as their regulatory counsel in analyzing and successfully opposing the proposed merger between Comcast and Time Warner Cable.
- Represented DMG MORI SEIKI LTD., a major machine tool manufacturer headquartered in Japan and its long-term strategic partner, the German machine tool manufacturer DMG MORI SEIKI AG, in connection with the investigation of the acquisition, through a tender offer, of controlling shares in the German partner by the Japanese partner.
- Represented FedEx Corporation on various acquisitions, including its acquisitions of third-party logistics provider GENCO Distribution System Inc. for $1.4 billion, office services company Kinko’s Inc. for $2.4 billion, several long-haul less-than-truckload (LTL) freight haulers including Watkins Motor Lines for $980 million, and its ground-breaking strategic alliance with the US Postal Service in 2001.
- Represented Samsung SDI Co., a supplier of batteries from South Korea in its acquisition of another Samsung Group company, Cheil Industries, Inc. for about $3.3 billion in stock.
- Represented Republic Services before the DOJ in its acquisition of Tervita, an oil field services company, for $485 million. Early termination granted following presentation to DOJ.
- Represented Republic Services before the DOJ in its acquisition of Rainbow Services, Inc. Early termination granted following presentation to DOJ.
- Represented Rockwell Collins before the DOJ, European and third country competition authorities in its $1.39 billion acquisition of ARINC. Following issuance of a Second Request, the DOJ granted the parties’ request for early termination and cleared the transaction.
- Represent Northeast Utilities in its proposed joint venture with Hydro-Québec to build a major new transmission corridor from New England to Canada. This is a unique joint venture involving entities in Canada and the United States, and the construction of facilities made available for import of renewable energy from Canada.
- Represented Japan Airlines in relation to the creation of various joint ventures, including with British Airways on Europe/Japan routes and with Finnair on Europe/Japan routes.
- Represented a leading energy services supplier in relation to minority capital injections by a rival and a private equity firm into local subsidiaries in Poland and the Czech Republic.
- Represented a major private equity firm in connection with the acquisition by its subsidiary of the natural gas utility business of Public Service Company of New Mexico.
- Represented Elementis PLC in its sale of its main pigments businesses to principal rival Rockwood Holdings, Inc.