M&A Clearance & Counseling

"Dedicated lawyers . . . praised for their response times, industry knowledge and depth of resources." - Legal 500

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 some of the most complex, significant, and notable mergers, acquisitions, and joint ventures of the past 25 years. Our attorneys 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.

Their experience extends to advising on distribution, purchasing and R&D arrangements, compliance programs, pricing and standard-setting, and trade association and IP licensing matters.

  • Aer Lingus in its long-standing efforts to eject Ryanair as a minority shareholder, a result of multiple failed takeover bids by Ryanair, including the 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 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 purchased 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 five-year strategic alliance agreement with Publicis Groupe.
  • Microsoft Corporation as lead antitrust counsel in its proposed $44.6 billion acquisition of Yahoo! Inc. in 2008.
  • Microsoft Corporation as legal and regulatory counsel in its acquisition of aQuantive Inc., a digital marketing service and technology company, for $6 billion in 2007.
  • Microsoft Corporation in its tender offer for FAST Search and Transfer, a Norwegian enterprise search software company, in 2008 for $1.2 billion.
  • Microsoft Corporation in its $500 million acquisition of Danger, Inc., a Java mobile Internet platform provider, in 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 created one of the world's most diversified companies in the global health care industry.
  • US Airways in its efforts to acquire Delta out of bankruptcy.
  • US Airways in its merger with America West Airways.
  • US Airways in its 2009 agreement with Delta Air Lines to swap slots at New York LaGuardia and Reagan National airports. Wrigley in its attempt to acquire Hershey.




5 Attorneys

Brophy, Vincent Partner Brussels
T. +32 (0)2 891 81 70
T. +44 (0) 20 7170 8770
Harris, Evan Associate Washington
T. +1 202 862 2227
Hulbig, Ngoc Pham Counsel Charlotte
T. +1 704 348 5282
Levin, Andrew Associate Washington
T. +1 202 862 2460
Ray, Amy W. Partner Washington
T. +1 202 862 2358
New York
T. +1 212 504 6358


Amy W. Ray
+1 202 862 2358 
Vincent Brophy
+32 (0)2 891 81 70 


May 8-9: Commercial Real Estate Finance (CREFC) Summit-West (Santa Monica, Cal.)

Cadwalader is sponsoring this event, where Stuart Goldstein will moderate the panel on CRE CLOs.

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