Merger Control

Supporting you with the competition aspects of transactions

When doing a deal, the focus will inevitably be on the core aspects of the transaction.  Understanding how competition law might impact on the mechanics, structure and timing of the deal itself and the surrounding process should not be overlooked.  If not managed correctly, it can have a significant impact on the timetable and, in some circumstances, on the viability of the transaction as a whole.

I support transactional teams in the review of mergers, acquisitions and joint ventures for competition law purposes.  This includes deal-related due diligence, input into transactional documents, and management of interactions between the parties prior to completion.  I assess whether deals trigger any merger notification requirements on a worldwide basis, and prepare and manage multi-jurisdictional filings from notification through to clearance.

  • Identifying filing requirements
  • Preparing regulatory submissions
  • Managing multi-jurisdictional filings
  • Transaction support
  • Information exchange risks
  • Compliance with regulatory requirements

How can I support you?

Identifying filing requirements: Jurisdictional threshold analysis on a global basis

Preparing regulatory submissions: Managing information requests and regulatory submissions

Managing multi-jurisdictional filings: Coordinating merger filings in multiple jurisdictions, where necessary working with economists and local counsel. Obtaining clearances for mergers and joint ventures, including negotiating structural and behavioural commitments

Transaction support: I advise on transaction structures in light of competition law requirements, and draft the competition aspects of the transaction documentation.  I also provide competition law related support for due diligence exercises and have managed large scale document reviews.

Information exchange risks: I help clients to establish clean teams to manage information exchange risks and ensure competition law compliance against gun jumping risks during due diligence and integration planning.

Compliance with regulatory requirements: Supporting compliance with interim enforcement orders (hold separate undertakings)

Experience highlights*

  • Advised Platform Specialty Products (now Element Solutions) on its 2019 $4bn sale of Arysta Life Science to UPL, requiring merger control clearances in the EU, COMESA, CEMAC, Argentina, Brazil, Columbia, Costa Rica, Kenya, Mexico, Pakistan, Russia, South Africa, Tanzania, Ukraine, and the United States.
  • Advised Atlas Mara Limited in relation to the COMESA merger control filing submitted in respect of its $61m acquisition of Finance Bank Zambia plc, a multi-service bank with operations in Zambia.
  • Advising AstraZeneca on various transactions, including the antitrust aspects of the sale of certain prescription medicine rights to Grünenthal requiring merger clearances in Austria, Germany and Brazil.
  • Acted for Nomad Foods Limited in obtaining merger control clearance in Russia for its €2.6 billion acquisition of the Bird’s Eye/Iglo group and its subsequent £500 million acquisition of the continental European business of the Findus Group, which required coordination of merger control clearances in Austria, Germany and Spain as well as detailed EU antitrust advice on information exchange issues.
  • Advising Rentokil Initial on various transactions, including obtaining clearance from the OFT for its 2011 acquisition of the pest control, fire and water business of Santia.
  • Acted for a marine navigation company in its acquisition of an entity active in overlapping markets, including obtaining clearance of the transaction in Brazil, Russia and Cyprus.
  • Obtained clearance from the Office of Fair Trading for Sport Universal Process’ (trading as Amisco) 2011 acquisition of Prozone, its competitor in the sports performance data market.

*Some of these matters were carried out whilst at previous law firms.

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