ANTITRUST

Merger Clearance

Mergers and acquisitions increasingly have become a necessary part of business in today's competitive marketplace. As a result, companies need attorneys with a deep understanding of the complex antitrust issues that often arise in these transactions, as well as an understanding and appreciation of companies' businesses and growth strategies.

Wilson Sonsini Goodrich & Rosati's antitrust practice—lauded as "perhaps the best antitrust and competition practice for high-tech matters in the world" by Global Competition Review—is one of the top merger practices worldwide, having successfully defended thousands of Hart-Scott-Rodino reportable transactions before the DOJ and FTC. Our strong relationships with our clients and our ability to understand their businesses and growth strategies enable our attorneys to communicate to the DOJ and FTC the reasons our clients decide to engage in M&A activity. Such explanations are often a critical factor in obtaining favorable results before the antitrust agencies. Keeping clients' business goals in mind, we also collaborate with attorneys from our robust M&A and litigation practices to provide our clients with the best representation possible. This teamwork ensures the development of the strongest case possible for approval of our clients' mergers by enabling us to demonstrate the dynamics of a deal to the antitrust agencies. This approach has led to our representation of clients in some of the most significant technology and non-technology mergers and acquisitions of the past ten years.

Further, with our global network of offices in the United States, the European Union, and China, our team is well equipped to handle complex multi-jurisdictional merger matters. For instance, we represented Micron Technology in its $2.5 billion acquisition of Elpida Memory out of bankruptcy, a significant transaction in the worldwide DRAM space. Our team oversaw the merger control notifications and advocacy efforts in seven jurisdictions across North America, Europe, and Asia, including MOFCOM in China. Our team also represented Seagate Technology in its $1.4 billion acquisition of the hard-disk-drive (HDD) business of Samsung Electronics, a transaction that combined two leading HDD manufacturers. The deal, which had global implications, was reviewed by more than 12 jurisdictions and received significant scrutiny from agencies in numerous geographies, including the FTC, the European Commission, and MOFCOM. Our team won a 2012 "Matter of the Year" award from Global Competition Review for our representation of Seagate in the matter.

We've also been honored with several Global Competition Review awards for our representation in other merger transactions, including 2013 "Merger Control Matter of the Year – Europe" for our representation of Glencore in its merger with Xstrata; 2012 "Merger Control Matter of the Year – Americas" for our representation of Google in its $700 million acquisition of ITA Software; and 2011 "Matter of the Year" for our representation of Sun Microsystems in its acquisition by Oracle.

In addition to the representation of buyers and sellers involved in mergers and acquisitions before the FTC and DOJ, we have a robust practice representing third parties that may be affected by transactions in their markets. With our understanding of how the agencies operate, we are in a unique position to ensure that our clients are provided with the opportunity to participate in the merger investigation process and that their concerns are addressed promptly and sufficiently. Most notably, WSGR represented Netflix in relation to the DOJ's investigation into the acquisition of Time Warner by Comcast for $45.2 billion, an acquisition that the parties abandoned last year. Netflix's opposition to the merger played an essential role in assisting the DOJ's review and ultimately shaping the investigation. Indeed, Comcast ultimately abandoned the proposed merger in the face of a seemingly unfriendly government investigation. Further, WSGR also successfully counseled Mylan in its effort to block a hostile takeover by Teva in 2015.

While WSGR's antitrust merger team is truly global in scope, it operates as a singular unit that tackles the largest, most complex, and most high-profile antitrust mergers throughout the world—and it does so with an unmatched record of success.

Transactions where we advocated before the FTC and DOJ, as well as other jurisdictions, include:

  • Representing Dell in its $67 billion acquisition of EMC, the largest technology merger in history
  • Represented Pharmacyclics in its $21 billion acquisition by AbbVie, which included significant FTC investigations into the transaction
  • Represented Altera Corporation in its $16.7 billion acquisition by Intel, which included a significant investigation by the FTC and review by the EC
  • Represented Advent Software in its $2.7 billion acquisition by SS&C Technologies, including a Second Request issued by the DOJ based on vertical concerns about the transaction
  • Represented Glencore in its bid for Xstrata shares, creating the $90 billion Glencore Xstrata, which included a significant EU investigation into the transaction
  • Represented Seagate Technology in its acquisition of the hard-disk-drive business of Samsung Electronics, which included a significant multi-jurisdictional investigation into the transaction
  • Represented Dolby Laboratories in its acquisition of Doremi Labs, which included reviews by the DOJ and EC
  • Represented Trulia in its acquisition by Zillow, which included a significant FTC investigation into the transaction
  • Represented Aruba Networks in its $3 billion acquisition by Hewlett-Packard, which included investigations in five countries
  • Represented Google in connection with its acquisition of ITA Software, which included a significant DOJ investigation into the transaction
  • Represented Google in its acquisition of Waze Ltd
  • Represented Google in its acquisition of DoubleClick, as well as in connection with its proposed services agreement with Yahoo!
  • Represented Nuance in its acquisition of Vlingo, which included a significant DOJ investigation into the transaction
  • Represented Sun Microsystems in its acquisition by Oracle, which included a significant multinational investigation into the transaction
  • Represented W.R. Grace & Co. in its acquisition of The Dow Chemical Company's global polypropylene licensing and catalysts business
  • Represented Verigy in its acquisition by Advantest
  • Represented Micron Technology in its acquisition of Elpida
  • Represented Twitter in its acquisition of TellApart
  • Represented Microchip Technology in its acquisition of Micrel
  • Represented Cypress Semiconductor in its acquisition of Spansion
  • Represented Genentech in its acquisition of Tanox
  • Represented Brocade in its acquisition of McDATA
  • Represented Varian in its acquisition by Agilent
  • Represented Extreme Reach in its acquisition of the TV business of Digital Generation, including the advertising distribution business
  • Represented Nuance in its acquisition of Philips Speech Recognition Services, as well as in connection with its acquisition of VoiceSignal Technologies
  • Represented Pixar in its acquisition by The Walt Disney Company, the largest combination of animation companies
  • Represented Coca-Cola in its acquisition of a majority interest in Group Danone's U.S water business, as well as its acquisition of Seagram's Mixers
  • Represented The McClatchy Company in its acquisition of Knight Ridder, the largest newspaper merger in history
  • Represented Starbucks in its acquisition of Seattle's Best Coffee
  • Represented Autodesk in its acquisitions of Alias, its most significant 3d animation competitor; Revit, its most significant 3d modeling competitor; and Softdesk, its only CAD competitor at the time
  • Represented Hewlett-Packard in its acquisition of Compaq, the largest technology merger in history
  • Represented Clear Channel in its acquisition of SFX, as well as its acquisitions of Jacor and AMFM
  • Represented JD Edwards in its acquisition by PeopleSoft, and then in connection with the hostile acquisition of both companies by Oracle, involving the government's first-ever challenge to a software merger
  • Represented 3d Systems in its acquisition of DTM, its only U.S.-based competitor in complex modeling systems
  • Represented ScanSoft in its acquisition of Nuance, involving overlaps in network speech automation products
  • Represented Seagate and Quantum in connection with their consolidations in the attached storage market
  • Represented Nassda, Numerical Systems, and other electronics design automation (EDA) companies in some of the most extensive reviews into the EDA market by the FTC
  • Represented a major soft drink supplier in connection with the FTC's investigation into the merger of PepsiCo and Quaker Oats
  • Represented several aesthetics companies in connection with the FTC's investigation into the proposed merger between Medicis and Inamed, the two largest medical device companies supplying dermal fillers, a transaction eventually abandoned after extensive regulatory review
  • Represented several pharmaceutical companies in connection with the FTC's investigation into the merger of Pfizer and Pharmacia, convincing the FTC to require divestitures in several markets