This book is the most comprehensive and up-to-date analysis available on one of the most complicated subjects facing antitrust merger practitioners—permissible scope of premerger coordination and information exchanges. Identifying the precise line between lawful and unlawful premerger coordination can be challenging, in part because there is limited guidance available for counseling purposes. This volume provides both (1) the theoretical underpinnings for distinguishing lawful premerger coordination and unlawful information exchanges and (2) practical advice, drawing upon a variety of resources.
Part One of the book provides an overview of black-letter law, to the extent it exists, and the enforcement agencies positions with respect to preconsummation activities of merging parties. It discusses the Hart-Scott-Rodino Act, Section 1 of the Sherman Act, and Section 5 of the FTC Act as they apply to premerger conduct. Subsequent chapters address remedies available to agencies in previous cases and enforcement actions in the United States. This is the first text that also summarizes enforcement actions in key jurisdictions outside the United States.
Part Two provides guidance on the types of practical issues that arise throughout the deal process, including premerger negotiation and integration planning through closing. These chapters pose and answer frequently-raised issues that are organized to follow the chronology of the merger process. This material serves as a quick reference guide that can be consulted easily with respect to specific issues. Premerger Coordination is the first effort to collect and assimilate the guidance that is available and to offer a practical guide to the issues. It appeals both to specialized antitrust practitioners, merger and acquisition lawyers, bankers and in-house counsel who may confront these issues and require quick answers during the negotiation and implementation of mergers and acquisitions.