Cadwalader's antitrust leaders are hailed as "incredibly accomplished and bright" and provide "U.S. and international antitrust advice to major corporations on bet-the-company matters, particularly high-profile M&A and joint ventures"
- Chambers USA
Cadwalader's Antitrust Group consists of market-leading practitioners who represent some of the world's most prominent corporations regarding the full range of antitrust matters. Our attorneys have significant expertise with both domestic and international antitrust issues, including mergers and acquisitions, joint ventures, civil antitrust investigations, antitrust grand jury matters, and public and private litigation (both trial and appellate). They regularly appear before the U.S. Department of Justice (DOJ), the U.S. Federal Trade Commission (FTC), the European Commission (EC) and other international competition authorities, as well as a wide variety of trial and appellate courts.
The Antitrust Group includes numerous high-level former government officials, including a former Assistant Attorney General of the Antitrust Division at the U.S. Department of Justice, a former Chief of the National Criminal Antitrust Enforcement Section of the Antitrust Division, and former merger enforcement attorneys from the FTC. The group also includes one of the leading competition lawyers in Europe, a Ph.D. economist and law school professor, and lawyers who have served in prestigious appellate clerkships. The group's antitrust litigators have participated and prevailed in several trials and appellate arguments.
Widely recognized as leading antitrust lawyers by independent commentators, including Chambers USA and Chambers Global, The Best Lawyers in America, Global Competition Review, Law360, The Legal Times, Law Dragon 500, Who's Who in America, Who's Who in the East, The Washingtonian, and Who's Who in American Law, they have played an integral role in some of the most complex, significant, and notable antitrust matters of the past 25 years. Our clients span a continuum of Fortune 100 companies to venture-capital-backed start-ups in diverse industries, including software, entertainment, food and beverages, automobiles, chemicals, pharmaceuticals, surface and air transportation, telecommunications, energy, insurance, and retail.
Through our presence in Brussels, we offer counsel on EU competition law across a wide range of competition law disciplines, including matters involving merger clearances, cartel defense, state aid, and abuse of dominance. The group works closely with Cadwalader's leading corporate and litigation teams, offering an essential link between antitrust and the major markets driving today's strategic business transactions.
Mergers & Acquisitions, Joint Ventures and Other Strategic Alliances
Our antitrust attorneys have represented some of the world's largest companies as buyers and sellers, as well as numerous interested and concerned parties, in connection with complex mergers, acquisitions, and joint ventures. Our lawyers have been involved with some of the most significant mergers of the last fifteen years. Attorneys from our Antitrust Group regularly appear before the DOJ, FTC, and foreign competition authorities and have handled scores of pre-merger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. They also regularly assist clients in responding to "second requests," subpoenas, and civil investigative demands in connection with merger investigations.
Litigation and Counseling
The Antitrust Group also advises clients and serves as counsel in connection with some of the most notable and complex antitrust issues, including the landmark antitrust case, U.S. V. Microsoft. With expertise in the full range of antitrust matters, including areas as diverse as monopolization, price-fixing, tying, group boycotts, exclusive dealing, resale price maintenance, bid-rigging, and price discrimination, our antitrust litigators regularly appear before trial and appellate courts throughout the country, as well as before the U.S. Supreme Court. They have argued complex civil and criminal antitrust cases, including major treble-damage actions, nationwide class actions, consolidated multidistrict litigation, and lawsuits initiated by the U.S. antitrust enforcement agencies and state attorneys general.
In addition to our in-court experience, our leading practitioners frequently are called on to assist clients in avoiding costly litigation or resolving ongoing litigation. Our attorneys focus on formulating practical and creative solutions that are designed to assist our clients in achieving their business objectives, while at the same time minimizing litigation risk. In addition to dispute resolution, our Antitrust Group regularly assists clients in developing and administering antitrust compliance programs, including compliance with existing antitrust judgments and decrees.
Grand Jury Investigations
Cadwalader also offers world-class experience in antitrust grand jury investigations and in advising foreign and domestic clients under criminal investigation by the DOJ. Our criminal antitrust practice team is led by a former Assistant Attorney General for the Antitrust Division and a former Chief of the National Criminal Enforcement Section of the Antitrust Division. We have represented both corporations and individuals in numerous investigations involving allegations of price-fixing, market allocation, bid-rigging, and other criminal conduct on a national or global scale. Our group is uniquely qualified to advise clients on current criminal enforcement and the most effective strategies in protecting our clients' interests during the investigation and in anticipation of possible private treble-damage claims.
Recent Corporate Matters
- Aer Lingus in its long-standing efforts to eject Ryanair as a minority shareholder, a result of multiple failed takeover bids by Ryanair, and in its defense of a June 2012 takeover bid.
- Anheuser-Busch Companies, Inc./InBev nv/sa in the successful representation of Anheuser-Busch Companies, Inc. in securing antitrust clearance from the DOJ in connection with InBev's $52 billion dollar acquisition of Anheuser-Busch - the largest all-cash deal in history.
- Celanese Corporation in connection with the sale of its polyvinyl alcohol business to Sekisui Chemical Company for $173 million in 2009.
- Celanese Corporation in connection with various acquisitions and divestitures.
- Deutsche Boerse on its proposed merger with NYSE Euronext, a deal which was ultimately prohibited by the European Commission.
- Eli Lilly & Company on multiple matters.
- Exxon Corporation in its successful merger with Mobil Oil Corporation.
- MGM Mirage in its acquisition of Mandalay Resort Group.
- Microsoft Corporation in its role in the acquisition of more than 6,000 patents from Nortel.
- Microsoft Corporation in its purchase from AOL of more than 800 patents and related patent applications as well as a non-exclusive license to AOL's retained patent portfolio for $1.1 billion.
- Microsoft Corporation in its assignment of a significant portion of the IP assets it is purchasing from AOL for $1.1 billion to Facebook Inc. for $550 million.
- Microsoft Corporation in connection with its $8.5 billion acquisition of Skype, the company's largest acquisition to date, which was recognized as 2012 Merger Control Matter of the Year - Europe by Global Competition Review.
- Microsoft Corporation in connection with its 2009 partnership agreement with Yahoo! Inc. under which Microsoft's new Bing search engine would run on multiple Yahoo! Sites, and Yahoo! would handle sales of premium search advertising for both companies.
- Microsoft Corporation in connection with the sale of its online advertising agency Razorfish to Publicis Groupe for $530 million and Microsoft's 5-year strategic alliance agreement with Publicis Groupe.
- Microsoft Corporation as lead antitrust counsel in a number of recent transactions, including Microsoft's $44.6 billion proposed acquisition of Yahoo! Inc. in 2008.
- Microsoft Corporation as legal and regulatory counsel in its acquisition of aQuantive Inc. (digital marketing service and technology) for $6 billion in August 2007.
- Microsoft Corporation in its tender offer for FAST Search and Transfer (a Norwegian enterprise search software company) completed in April 2008 for $1.2 billion.
- Microsoft Corporation in its $500 million acquisition of Danger, Inc. (a Java mobile Internet platform provider) in April 2008.
- Microsoft Corporation in its acquisition of Greenfield Online Inc. (which owns a leading European shopping and price comparison website) for $486 million.
- Monsanto's acquisition of Delta and Pine Land Company where antitrust merger clearance was achieved via consent decree following an investigation by the Antitrust Division of the DOJ, which sought to challenge the same transaction in the late 1990s.
- Northrop Grumman in its acquisition of Newport News.
- The Obama Administration's Auto Task Force and the United States Treasury both before the Antitrust Division and the Federal Trade Commission, as well as foreign jurisdictions around the world, in connection with the bailout and reorganization of Chrysler and General Motors.
- Pfizer in its acquisition of Wyeth in a $68 billion cash and stock transaction that creates one of the world's most diversified companies in the global health care industry.
- US Airways in its merger with American Airlines, valued at approximately $11 billion.
- US Airways in its efforts to acquire Delta out of bankruptcy.
- US Airways in its merger with America West Airways.
- US Airways in its agreement with Delta Air Lines to swap slots at New York LaGuardia and Reagan National airports.
- Wrigley in its attempt to acquire Hershey.
Recent Litigation Matters
- AK Steel Holding Corporation in an antitrust class action litigation alleging an industry-wide conspiracy to restrict the output of steel.
- Anheuser-Busch Companies, Inc. in the dismissal of an antitrust litigation challenge by beer consumers to enjoin and later unwind the merger of Anheuser-Busch and InBev.
- Anheuser-Busch in a jury trial in which the defendant wholesaler brought numerous counterclaims, including a maximum resale price maintenance claim under Section 1 of the Sherman Act.
- Anheuser-Busch in obtaining a dismissal of antitrust and Robinson-Patman Act claims brought by a terminated distributor.
- Anheuser-Busch, Inc. in a favorable resolution of action brought by terminated wholesaler alleging breach of contract, trademark infringement, unfair competition, fraud, and violation of New York's antidilution law.
- Anheuser-Busch, Inc. in a successful defense verdict in a three-month bench trial in which the State of New York challenged as an antitrust violation the adoption of exclusive distribution territories.
- Anheuser-Busch, Inc. in a successful jury trial upholding a distribution contract against an antitrust challenge.
- Anheuser-Busch, Inc. in a successful two-week bench trial against antitrust attempted monopolization claims by Heileman and Miller.
- Bacardi U.S.A., Inc. in the successful dismissal of claims filed in federal court in the Southern District of Florida relating to the lawfulness of Bacardi's decision to terminate certain distribution relationships in particular states. Defended Bacardi and Brown-Forman in a related lawsuit in federal court in the District of Minnesota alleging Bacardi and Brown-Forman engaged in a joint refusal to deal by virtue of the two companies' decisions to terminate certain distribution relationships.
- The Fair Isaac Corporation as lead antitrust counsel in an action in the U.S. District Court for the District of Minnesota against the three national credit bureaus, Equifax, Experian, and Trans Union, and their joint venture VantageScore.
- Financial Security Assurance, Inc. and Financial Security Assurance Holdings, Ltd. in multidistrict class action litigation alleging antitrust violations in the municipal derivatives industry.
- A major financial institution in an action alleging an antitrust violation in connection with auction rate securities (ARS). In this purported class action, plaintiffs claim violations of the federal antitrust laws based on an alleged conspiracy to artificially restrain trade in the market for ARS. Specifically, plaintiffs allege that defendants misrepresented that ARS were cash equivalents, failed to disclose the risk that the ARS market could become illiquid, and conspired to artificially maintain the ARS market so that defendants could coordinate the reduction of their ARS holdings until they jointly refused to continue participating in ARS auctions. The plaintiffs allege that such actions caused purchasers of ARS to be injured, because their ARS holdings are now illiquid and allegedly cannot be sold other than at a substantial discount to their par value. In January 2010, a federal district court granted our client's motion to dismiss.
- First Data Corp. and Concord EFS in antitrust class action proceedings in the Northern District of California alleging that the setting of interchange fess in the Star ATM network violates Section 1 of the Sherman Act.
- Kentucky Speedway in its appeal of the dismissal of its antitrust lawsuit claiming NASCAR and International Speedway Corp. conspired to monopolize and restrain trade in auto racing at the premier racing circuit level.
- Morgan Stanley in antitrust class action relating to auction rate securities.
- MyTriggers.com, Inc. in antitrust counterclaims filed in Ohio state court against Google. MyTriggers is alleging that Google and its partners engaged in an effort to squelch nascent competition from vertical search websites, such as MyTriggers' shopping comparison sites.
- Nestlé in a nationwide class action alleging price-fixing. Obtained summary judgment for Nestlé.
- TradeComet.com LLC in an antitrust action filed in the U.S. District Court for the Southern District of New York against Google, alleging that Google, in an effort to thwart TradeComet.com's subsidiary, SourceTool.com, has blocked search traffic by instituting large price increases.
- US Airways in a federal civil antitrust lawsuit against Sabre Holdings Corp., to halt anticompetitive and anti-consumer practices, including engaging in a pattern of exclusionary conduct to shut out competition, protect its monopoly pricing power, and maintain its technologically-obsolete business model.
Representative clients include:
- AEA Investor Group
- Anheuser-Busch InBev
- Bank of America
- Catalyst Paper Corporation
- Celanese Corporation
- De Beers
- Delta and Pine Land Company
- Exxon Mobil Corporation
- Fair Isaac Corporation
- Financial Security Assurance Holdings Ltd.
- First Data Corporation
- Fluke Corporation
- Fournier Enterprises
- The Goodyear Tire & Rubber Company
- Kentucky Speedway
- Monsanto Corporation
- Morgan Stanley
- Microsoft Corporation
- Northrop Grumman Corporation
- Nucor Corporation
- The Pasha Group
- Pfizer Inc.
- Proctor & Gamble Company
- Swedish Match
- Turkish Airways
- US Airways Inc.