Antitrust Management Of The Difficult Deal

For most mergers, acquisitions and joint ventures, antitrust/competition law is an important, but not deal-critical, element of the transaction. Apart from vetting the deal for antitrust issues, obtaining the necessary merger clearances, and ensuring that the parties do not "jump the gun" in the merger clearance process, the competition lawyer's role is a limited one. This all changes, however, where the transaction involves competitors – especially large competitors in a market with few rivals. In these situations, the competition lawyer's role becomes central – both in helping to negotiate the transaction and guiding the matter to consummation. This paper offers an outline of some of the key competition law considerations for general counsel, corporate counsel and deal managers to follow in negotiating and executing the competitively sensitive transaction – sometimes known as the "difficult deal".