Antitrust & Competition Policy Blog

Editor: D. Daniel Sokol
University of Florida
Levin College of Law

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Thursday, February 25, 2010

Getting The Deal Through When Time Is Of The Essence: Antitrust Strategies For Time Sensitive Transactions

Posted by D. Daniel Sokol

American Bar Association
Section of Antitrust Law
The Mergers & Acquisitions Committee invites you to

“Getting The Deal Through When Time Is Of The Essence: Antitrust Strategies For Time Sensitive Transactions”

Date: Wednesday, March 3, 2010
Time: 12:30pm-2:00pm Eastern
Location: Arnold & Porter, 555 Twelfth Street, NW, Washington, DC

As the Department of Justice and Federal Trade Commission consider improvements to their
approach to merger review, it is timely to consider how the current system is applied to particularly
time-sensitive transactions. This panel discussion will explore the application of the merger review
process under the Hart-Scott-Rodino ("HSR") Act to transactions and businesses that may be put in
jeopardy as a result of delay and uncertainty caused by an extended review. Critical timing
considerations arise in a variety of contexts, including, for example, hostile or contested takeover
bids, bankruptcy-related transactions, transactions arising out of an industry crisis (e.g., the
investment firm mergers in late 2008), or potential conflicts with other US or foreign regulatory
regimes. The panel will provide practical guidance on navigating time-sensitive transactions
through the HSR process and identify areas for improvements in the merger review process. For
example: How does the HSR process differ for hostile tender offers and for bankruptcy
transactions? What are best practices for an up-front remedy and how long does the process take?
What is a pocket consent decree? What is a realistic timeframe for rapid compliance with a second
request? How could the HSR process (and agency practice) be further improved or adapted to
time-sensitive transactions? What are some best practices when planning for transactions that
counsel knows will be time sensitive? Can parties avoid delay resulting from agency clearance
battles?

Our panelists who will take up these issues bring a wealth and diversity of experience to the
discussion.

Panelists:
Steven Newborn, Partner, Weil, Gotshal & Manges LLP
Deborah Feinstein, Partner, Arnold & Porter LLP
Joshua Soven, Chief, Litigation I Section, Antitrust Division, Department of Justice
Moderator: Mark Nelson, Partner, Cleary Gottlieb Steen and Hamilton LLP

If you wish to dial in “Click Here” to register. You will receive the dial in number
with your confirmation.

Recordings of this program will be posted on the Section website Members Only area
and are downloadable in a MP3 format, free of charge at
http://www.abanet.org/antitrust/at-bb/audio/10/10-audio.shtml.

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