Global businesses feel the growing impact of new competition laws and more sophisticated competition law enforcement around the world. Regardless of whether our clients’ critical competition issues concern developed or emerging jurisdictions — or several jurisdictions at once — Skadden provides timely, seamless assistance with their competition law challenges. Our Antitrust/Competition Group possesses the unique and proven ability to pilot the most sophisticated international competition investigations, merger reviews and litigations through the complexities of this new and shifting framework. Given that today’s competition law enforcers increasingly coordinate, clients should expect the same from their counsel.
Chambers USA, Legal 500, IFLR1000 2019 and U.S. News — Best Lawyers “Best Law Firms” recognize Skadden as one of the top-tier firms in the area of antitrust and competition. In addition, we rank among Global Competition Review’s Global Elite in the GCR 100, the publication’s guide to the world’s leading competition law practices.
Our accomplishments on behalf of clients across industries include:
- obtaining timely clearance from antitrust merger control agencies around the globe, including in the U.S., the EU, Japan and China, for highly complex mergers, acquisitions and joint ventures;
- the successful defense of major clients in treble-damage U.S. class action litigation, monopolization claims and other government and private U.S. civil disputes;
- guiding companies through U.S. grand jury investigations and EU and EU Member State administrative investigations and court procedures for claims including cartel, price-fixing, dominance, parallel trade and vertical restraints issues;
- advising clients in connection with Federal Trade Commission (FTC) investigations and administrative proceedings;
- coordinating strategies in leniency applications and cartel investigations in parallel actions by authorities around the world; and
- establishing and maintaining global antitrust compliance programs, including audits, dawn raid training, in-house counsel workshops and in-person and online compliance training.
To best assist clients, our Antitrust/Competition Group draws on the resources of Skadden’s worldwide platform, which includes focused, integrated services in global mergers and acquisitions, government enforcement and white collar criminal investigations and litigation, trial-level and appellate litigation, and international arbitration. In the U.S., Skadden lawyers assist clients in hearings before the U.S. Congress and federal regulatory agencies, including those in health care, energy, transportation and communications as well as the Department of Defense.
Global Scope of Services
Skadden antitrust and competition attorneys plan and execute regulatory filings for mergers, acquisitions and joint ventures in jurisdictions around the globe by marshalling the resources of our worldwide network of offices and working closely with experienced local counsel. This well-developed practice is fundamental to our successful completion of the most complex cross-border transactions (including non-solicited acquisitions).
Our services include:
- coordinating closely and continuously with clients and the M&A team to ensure that obtaining antitrust approvals is a primary objective of the overall transaction strategy;
- advising clients regarding the potential antitrust risks of proposed business combinations;
- helping clients structure transactions and draft transaction documents that address those risks; and
- obtaining timely antitrust approval from the Antitrust Division of the U.S. Department of Justice (DOJ), FTC, the European Commission, national authorities of the EU Member States, the Ministry of Commerce of the People’s Republic of China and other jurisdictions worldwide.
In the U.S., we handle all types of business combination matters before the DOJ, the FTC and U.S. state attorneys general, including:
- advising clients with respect to the requirements of and compliance with the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976;
- working proactively to minimize the time required for any investigation by the FTC, the DOJ or state attorneys general; and
- managing responses to DOJ and FTC requests for additional information, facilitating client compliance quickly, completely and cost effectively.
In the EU, the assistance we provide to clients in notifications to the European Commission includes:
- advising clients on strategic issues in obtaining European Commission approval for all types of transaction structures, consistent with the transactions’ timing demands;
- preparing the Form CO as efficiently as possible, in order to minimize the information-gathering burden for clients; and
- obtaining approval consistent with client expectations as to timing and result.
In all transactions, we coordinate global notification and approval requirements, working with local Skadden offices and a global network of external counsel, selected exclusively for their antitrust merger control experience and capabilities in their home jurisdictions. Subject to the clients’ preferences, we take a highly centralized approach to rest-of-world notifications, minimizing the information-gathering burden on the client and avoiding redundant data requests and inconsistent use of antitrust merits arguments.
We also assist with the antitrust considerations applicable to due diligence review (information exchanges) and planning for pre- and post-closing integration of the combined companies’ global operations. Our advice regarding potential transaction structures is designed to minimize the demands and substantive risks of competition and foreign investment notifications.
In addition to mergers and acquisitions, we counsel clients regarding the unique challenges presented by the application of global antitrust and competition laws to potential joint ventures, minority investments and other strategic collaborations.
Related Regulatory Matters
A wide variety of businesses retain Skadden in connection with competition issues that arise in connection with regulatory matters. We handle the antitrust aspects of rule-making proceedings and mergers and acquisitions that fall within the jurisdiction of agencies such as the Office of the Comptroller of the Currency, the Federal Reserve Board, the Securities and Exchange Commission, the U.S. Department of Transportation, the Federal Communications Commission, the Federal Energy Regulatory Commission and state insurance departments. In the EU, we regularly counsel clients on a variety of issues, including state aid and public procurement.
When litigation connected to mergers and other transactions becomes unavoidable, Skadden’s Antitrust and Competition Group advises on disputes globally and in the U.S., managing cases before the federal courts and at the FTC, as well as in the EU General Court and Court of Justice.
Skadden has an extensive practice defending clients in private litigation, as well as those accused of criminal violations of antitrust and competition laws. Attorneys across offices coordinate closely on multijurisdictional investigations and representing clients in all phases of grand jury matters, as well as in trials, sentencings and appeals.
We have extensive counseling, litigation and jury trial experience in a broad variety of civil and criminal disputes, including treble-damage class action litigation, monopolization claims, price-fixing allegations, Racketeer Influenced and Corrupt Organizations Act (RICO) claims and other matters.
A significant part of Skadden’s U.S. antitrust litigation experience includes a dedicated sports law practice. Our attorneys have served as lead trial counsel to a number of sports leagues, including the National Football League, the National Basketball Association, the National Hockey League, the PGA Tour and the Arena Football League, in a variety of litigations and dispute resolutions involving antitrust claims.
We routinely advise clients on matters involving investigations before various government agencies. In the EU, we advise clients on Article 101 and Article 102 issues and defend clients against increasingly vigorous antitrust enforcement actions brought by the European Commission and, if necessary, in appeals of European Commission decisions concerning these issues to the European courts. We also assist clients with investigations by the DOJ and FTC into alleged violations of the Sherman and Clayton antitrust acts and Section 5 of the FTC Act.
In the context of growing coordination between global antitrust authorities in the field of cartel investigations, Skadden has built a sophisticated practice assisting clients in building integrated strategies to face such investigations. Parallel investigations by authorities in diverse jurisdictions such as the U.S., Canada, the EU, South Africa, South Korea, Japan and Australia require carefully conceived global strategies to address often important differences in antitrust procedural requirements and policy priorities, including:
requirements for leniency applications;
- document production, confidentiality and privilege;
- jurisdictions with and without criminal sanctions for cartel behavior; and
- third-party access to evidence produced in other jurisdictions, both in litigation and administrative proceedings.
Our attorneys have been at the forefront of emerging trends and developments in the antitrust and competition arena and have been recognized for their leadership. Skadden was named Transatlantic Antitrust Team of the Year by The American Lawyer and Legal Week at the 2018 Transatlantic Legal Awards, The American Lawyer’s 2018 White Collar/Regulatory Litigation Department of the Year and the New York Law Journal’s 2018 Litigation Department of the Year. In addition to Chambers Global and Chambers USA, numerous publications have named our group members to top antitrust lawyer lists, including Global Counsel, Global Competition Review, The Best Lawyers in America, Legal 500 and Who’s Who Legal.
Our antitrust attorneys have authored hundreds of articles and publications on competition issues, including what is considered the leading treatise on HSR law, “Acquisitions Under the Hart-Scott-Rodino Antitrust Improvements Act, Third Edition”; the American Bar Association’s Premerger Notification Practice Manual; regular columns for the New York Law Journal; and frequent articles for the Antitrust Law Journal. We often lecture before the Practising Law Institute and other professional organizations, and our group hosts leadership seminars on developments in global competition law.
- Ainsworth Lumber Co. Ltd. in its $760 million acquisition by Norbord, Inc. Both companies are based in Canada.
- Air Products and Chemicals, Inc. in its US$3.8 billion sale of the performance materials division of its materials technologies segment to Evonik Industries AG (Germany).
- Ball Corporation and Rexam PLC (United Kingdom) in the US$3.4 billion sale of select metal beverage can assets, support locations and functions in Europe, Brazil and the United States to Ardagh Group S.A. (Luxembourg).
- Becton, Dickinson and Company in its $12.2 billion acquisition of CareFusion Corporation.
- Broadcom Corporation in its $37 billion acquisition by Avago Technologies Limited (Singapore).
CF Industries Holdings, Inc. in its:
- strategic venture with CHS, Inc. As part of this transaction, CHS acquired a minority interest in CF Industries Nitrogen, LLC for $2.8 billion and entered into a supply agreement; and
- $8 billion acquisition of the European, North American and global distribution businesses of OCI N.V. (the Netherlands).
Cisco Systems, Inc. with the antitrust aspects of:
- its US$700 million acquisition of Acano Limited (United Kingdom); and
- the US$600 million sale of its connected devices unit to Technicolor SA (France).
- Citrix Systems, Inc. in the US$1.8 billion merger of its GoTo business with LogMeIn, Inc. in a tax-free Reverse Morris Trust transaction.
- E. I. du Pont de Nemours and Company in its US$130 billion merger-of-equals with The Dow Chemical Company.
- EMC Corporation in its $67 billion acquisition by Dell Inc.
Endo International plc (Ireland) in:
- its $8.1 billion acquisition of Par Pharmaceutical Holdings, Inc.; and
- the $1.65 billion sale of American Medical Systems Holdings Inc.’s men’s and prostate health business to Boston Scientific Corporation.
- Exelon Corporation and Pepco Holdings, Inc. in the antitrust aspects of Exelon’s $6.8 billion acquisition of Pepco.
- Freescale Semiconductor, Ltd. and a private equity consortium including The Blackstone Group L.P., The Carlyle Group LP, Permira Funds (United Kingdom) and TPG Capital, L.P. in Freescale’s $11.8 billion acquisition by NXP Semiconductors NV (the Netherlands).
- General Electric Company with the global antitrust aspects of its acquisition of the energy unit of Alstom SA (France).
- Hospira, Inc. in its $17 billion acquisition by Pfizer Inc.
- HP Inc. with the antitrust aspects of its US$1 billion acquisition of the printer business of Samsung Electronics Co. Ltd. (South Korea).
- Merck KGaA (Germany) in its $17 billion acquisition of Sigma-Aldrich Corporation.
- the board of directors in the stichting of Mylan N.V. (the Netherlands) in its exercise of a call over 50 percent of the voting share capital of Mylan.
Nokia Corporation (Finland) in:
- its $16.6 billion combination with Alcatel-Lucent (France); and
- the $7.2 billion sale of its devices and services business and license of its patents to Microsoft.
- Performance Food Group Company, a portfolio company of The Blackstone Group L.P., in its proposed, but terminated, acquisition of 11 distribution centers from US Foods Inc. and Sysco Corporation.
- Plum Creek Timber Co. Inc. in its $8.4 billion acquisition by Weyerhaeuser Co.
- Rite Aid Corporation in its $2 billion acquisition of Envision Pharmaceutical Services, Inc. from TPG Capital, L.P.
- Rockwood Holdings, Inc. with the antitrust aspects of the $1.3 billion sale of its titanium dioxide pigments and four other non-strategic businesses to Huntsman Corporation.
- in its $19 billion acquisition by Western Digital Corporation; and
- in its $1.1 billion acquisition of Fusion-io, Inc.
- Springleaf Holdings, Inc., a consumer finance company and a portfolio company of Fortress Investment Group LLC, in its $4.25 billion acquisition of OneMain Financial, Inc.
- Tobira Therapeutics, Inc. as co-counsel in its US$1.7 billion acquisition by Allergan plc (Ireland).
- TTM Technologies, Inc. in its $950 million acquisition of Viasystems Group, Inc.
Valeant Pharmaceuticals International, Inc. (Canada):
- in its acquisition of Synergetics USA, Inc.;
- with the financing and antitrust aspects of its $15.8 billion acquisition of Salix Pharmaceuticals Ltd.; and
- the $1 billion acquisition of Sprout Pharmaceuticals, Inc. by Valeant’s wholly owned subsidiary.
- XL Group plc (Ireland) in its $4.2 billion recommended cash-and-stock acquisition of Catlin Group Limited (Bermuda).
- Yahoo! Inc. in the US$4.8 billion sale of its operating business to Verizon Communications Inc.
- Allergan (formerly known as Actavis) in securing the dismissal of federal and state antitrust claims brought by a proposed class of indirect purchasers of the diabetes drugs ACTOS and ACTOplus met.
Bausch & Lomb, Inc.:
- in challenging a Utah statute that would prevent contact lens manufacturers from implementing unilateral pricing policies and setting a minimum retail price for their products. Bausch & Lomb’s complaint asserted that the Utah statute is unconstitutional because it improperly attempts to regulate interstate commerce and discriminates against out-of-state corporations (of the country’s four contact lens manufacturers, none are based in Utah); and
- in a price-fixing class action alleging purchasers have allegedly suffered due to manufacturers’ decisions to implement unilateral pricing policies.
- Credit Acceptance Corp. in securing a motion to dismiss in a case involving antitrust claims brought by Westlake Services LLC in connection with alleged anti-competitive behavior of Credit Acceptance in various purported “e-commerce software” markets.
- GUK in relation to the commission’s administrative proceeding alleging that GUK’s pharmaceutical patent settlement with Lundbeck infringed Article 101 TFEU.
- Hankyu Hanshin in obtaining a favorable settlement of multidistrict litigation following worldwide cartel investigations into fixing certain components of price in the international freight forwarding industry.
- JPMorgan Chase & Co. in securing the favorable settlement of a federal antitrust litigation brought by a proposed class of investors alleging manipulation of foreign exchange rates, such as the WM/Reuters Closing Spot Rates.
- Medicis Pharmaceutical Corporation, a wholly owned subsidiary of Valeant Pharmaceuticals International, Inc. in numerous pending private actions concerning Medicis’ enforcement of its patent rights related to acne product Solodyn and Medicis’ subsequent settlements of the patent cases with various generic manufacturers. In August 2015, we secured dismissal of all plaintiffs’ claims that Medicis had violated federal and state provisions barring monopolization by lodging purported sham litigation against generic-drug makers, by filing citizen petitions with the FDA, and by introducing new strengths of Solodyn. We also secured the dismissal of various state law monopolization, restraint of trade, consumer protection and unjust enrichment claims, and the dismissal of the indirect purchasers’ antitrust claims against Valeant.
- Norfolk Southern Railway Company in consolidated treble-damage class actions in which the nation’s four major railroads are alleged to have violated federal antitrust law in connection with the assessment of fuel surcharges. The initial decision by the U.S. District Court for the District of Columbia to certify a class was vacated by the U.S. Court of Appeals for the District of Columbia Circuit. The plaintiffs’ renewed motion for certification of a class is pending.
- Pacorini Metals USA in consolidated treble-damage actions alleging anticompetitive warehousing practices for aluminum, and in consolidated treble-damage actions alleging anticompetitive warehousing practices for zinc.
- National Hockey League (NHL)in several federal antitrust class actions alleging that the NHL, Major League Baseball (MLB), Comcast Corporation and DirecTV improperly restricted competition on sports broadcasts.
- National Basketball Association (NBA) and Commissioner Adam Silver in state and federal lawsuits brought against the NBA and Mr. Silver by former LA Clippers owner Donald Sterling seeking to enjoin the NBA from approving the sale of the Clippers to Steve Ballmer in addition to monetary damages of $1 billion from the NBA and Mr. Silver.
- NBA in an important ruling for the NBA and four NBA teams that had previously been members of the American Basketball Association (ABA) — the Denver Nuggets, the Indiana Pacers, the New Jersey Nets and the San Antonio Spurs — in obtaining dismissal of breach of contract claims filed against them by another former ABA team, the Spirits of St. Louis.
- National Football League (NFL) in the dismissal of a lawsuit by seven freelance photographers claiming the league’s commercial use of thousands of photos infringed their copyrights and that the league’s exclusive agreements were anticompetitive.
- NCAA in a federal antitrust class action by Division I football and men’s basketball players challenging the NCAA’s amateurism rules barring compensation for athletes other than educational expenses.
- PGA TOUR Inc. in securing the dismissal with prejudice of a federal antitrust complaint brought by 168 caddies at the TOUR’s golf tournaments alleging that, by requiring caddies to wear bibs that often include the tournament sponsor’s corporate logo, the TOUR violated antitrust laws, the Lanham Act and the caddies’ rights of publicity.
- The Professional Rodeo Cowboys Association in defeating a preliminary injunction application brought by the Elite Rodeo Association and its athlete-owners.
- ABB Ltd. in a cartel investigation before the European Commission and several other antitrust agencies throughout the world. ABB was granted full immunity in the decision by the European Commission issued in April 2014. Subsequently, ABB lodged an appeal against the commission decision. In the same matter, we assisted ABB in securing a favorable settlement before the Brazilian antitrust authority. The settlement was the first under Brazil’s new cartel settlement rules.
- 21st Century Fox, Inc. in its proposed, but terminated, $80 billion acquisition of Time Warner Inc.
- ABB Ltd. (Switzerland) with the antitrust analysis of its Memorandum of Understanding with Samsung SDI Co. Ltd. (South Korea) to establish a global commercial alliance to develop and market modular and scalable microgrid solutions.
- Actavis, Inc. with the antitrust aspects of its $8.5 billion acquisition of Warner Chilcott plc (Ireland).
- Actavis plc (Ireland) with the antitrust aspects of its $28 billion acquisition of Forest Laboratories Inc. As part of this transaction, Actavis and Forest agreed to sell or relinquish their rights to four generic pharmaceuticals that treat hypertension, angina and cirrhosis, and prevent seizures.
- AIA Energy North America in its acquisition of entities that own and operate the Cross-Sound Cable System, a 24-mile high-voltage direct current submarine transmission line between New Haven, Connecticut, and Shoreham, New York.
- Alfa-Access-Renova (AAR) in the $56 billion sale of TNK-BP, a joint venture between AAR and BP plc (United Kingdom), to Rosneft Oil Company (Russia). This was the largest M&A transaction in the world in 2012.
- the unsecured creditors’ committee of AMR Corporation, the parent company of American Airlines Inc., in the company’s $11 billion merger with US Airways Group, Inc. as part of AMR’s Chapter 11 reorganization. Skadden also represented the companies in the DOJ’s lawsuit to block the merger.
- Amylin Pharmaceuticals, Inc. in its $7 billion acquisition by Bristol-Myers Squibb Company. The Daily Journal named this transaction one of the top 10 California M&A deals by value announced in 2012.
- Anheuser-Busch InBev in its $20.1 billion acquisition of the remaining stake of Grupo Modelo, S.A.B. de C.V. that it didn’t already own.
Anixter International Inc. in its:
- $420 million acquisition of Tri-Ed Distribution, Inc. from Audax Group, Inc.; and
- $825 million acquisition of the Power Solutions segment of HD Supply, Inc.
- Archer Daniels Midland Company in its $3.1 billion acquisition of WILD Flavors GmbH (Switzerland).
- ArcLight Capital Partners, LLC in its sale of a 50.1 percent stake in Southeast PowerGen, LLC to The Carlyle Group LP;
- Ares Life Sciences AG (Switzerland) and Waypoint Capital in their acquisition of the remaining 30 percent stake in Euromedic International B.V. (the Netherlands) that they did not already own from Montagu Private Equity LLP (United Kingdom);
- Arthur T. Demoulas in an agreement under which Arthur T. Demoulas and other the Class B shareholders will acquire the 50.5 percent ownership interest of Market Basket currently owned by the Class A shareholders. Arthur T. Demoulas will return to Market Basket with day-to-day operational authority of the company.
ASML (the Netherlands), the world’s leading producer of equipment for computer chip manufacturers, in its:
- $2.5 billion acquisition of Cymer (US), including clearances in Korea, Japan, the U.S, and other jurisdictions; and
- $5.2 billion sale of a 23 percent stake to various customers, including Taiwan Semiconductor Manufacturing Company, Ltd. and Intel Corporation.
- Bally Technologies, Inc. in its $5.1 billion acquisition by Scientific Games Corporation.
- Banco BTG Pactual S.A. (Brazil) in its acquisition of Ariel Re (Holdings) Limited (Bermuda) from Global Atlantic Financial Group (Bermuda).
- Basin Holdings US LLC in the $360 million sale of BasinTek LLC and Ascent Coating Technologies LLC to Abaco Energy Technologies LLC.
- BCBG Max Azria Group, LLC in its recapitalization. As part of the transaction, BCBG received a $135 million cash infusion from investors, including affiliates of Guggenheim Partners, LLC, restructured its debt and strengthened its balance sheet.
- Becker Underwood, Inc., a producer of non-pesticide agricultural products, in its $1 billion acquisition by BASF (Germany), a chemical company.
BlackRock, Inc. in:
- its acquisition of Macquarie’s real estate business, MGPA (Bermuda); and
- its proposed acquisition of Credit Suisse’s ETF division.
- Brookdale Senior Living Inc. (a portfolio company of Fortress Investment Group LLC) in its $2.8 billion merger with Emeritus Corporation.
- Calera Capital in its acquisition of RFIB Group Limited (United Kingdom).
- Capgemini S.A. (France) in its $4 billion acquisition of iGate Corporation.
- Carl Zeiss AG, an international leader in optics and optoelectronics, in its acquisition of Xradia, Inc.
- Cementos Argos (Colombia) in its $720 million acquisition of the Florida cement and concrete businesses of Vulcan Materials Company.
- Centene Corp. in its $6.8 billion acquisition of Health Net, Inc.
CF Industries Holdings, Inc.:
- in its $910 million acquisition of a stake in Canadian Fertilizers Limited, owned by Viterra, Inc.; and
- in the $1.4 billion sale of its phosphate mining and manufacturing business to The Mosaic Company.
- Chocoladefabriken Lindt & Spruengli AG (Switzerland) in its acquisition of Russell Stover Candies, Inc.
- Cisco Systems, Inc. with the antitrust aspects of the $600 million sale of its connected devices unit to Technicolor SA (France).
- Classified Ventures, LLC in its $585 million sale of Apartments.com, LLC to CoStar Group Inc.
- Classified Ventures, LLC and its selling members in connection with Classified Ventures’ $1.8 billion acquisition by Gannett Co., Inc.
CME Group Inc. in:
- its $820 million acquisition of GFI Group Inc. and related $165 million sale of GFI’s interdealer broker business to a group formed by management of GFI;
- its $11.8 billion acquisition of Chicago Board of Trade; and
- its $126 million acquisition of the Kansas City Board of Trade.
- Cobham plc (United Kingdom) in its $1.5 billion acquisition of Aeroflex Holding Corp.
- Compuware Corporation in its $2.5 billion acquisition by Thomas Bravo LLC.
- Constellation Hotels Holding Limited (Luxembourg) in its acquisition of the Claridges, Berkeley and Connaught hotels.
- Dell Inc. in its $2.4 billion acquisition of Quest Software, Inc.
- Dendreon Corporation in the $495 million acquisition of substantially all of its assets (including the worldwide rights to its cancer vaccine Provenge) by Valeant Pharmaceuticals International, Inc. (Canada), as part of Dendreon’s Chapter 11 reorganization in the U.S. Bankruptcy Court for the District of Delaware.
- Dentsply International Inc. on its merger of equals with Sirona Dental Systems Inc.
- Deutsche Bank AG in its $1.7 billion sale of The Cosmopolitan of Las Vegas, a hotel and casino, to Blackstone Real Estate Partners VII, L.P.
- DigitalGlobe, Inc. in its $900 million merger with GeoEye, Inc.
- Digital River, Inc. in its $840 million acquisition by an investor group led by Siris Capital Group, LLC.
- Doughty Hanson & Co. (United Kingdom), a private equity firm, in its $1.4 billion sale of Vue Entertainment Ltd. (United Kingdom), an operator of movie theaters, to Alberta Investment Management Corporation (Canada) and OMERS Private Equity (Canada).
- affiliates of Doughty Hanson & Co. Managers Limited (United Kingdom) in the $1.1 billion sale, along with Euroland Investments B.V. (the Netherlands), of Norit N.V. (the Netherlands), a manufacturer of carbon-based products, to Cabot Corporation, a specialty chemicals company.
- Dynegy Inc. in connection with the $3.45 billion acquisition of coal and gas generation assets in New England and the Midwest from Energy Capital Partners.
- Edwards Lifesciences Corp. in its $400 million acquisition of CardiAQ Valve Technologies, Inc.
EMCORE Corporation in the:
- $17.5 million sale of its tunable laser and transceiver product lines to NeoPhotonics Corporation; and
- $150 million sale of its space photovoltaics business to Veritas Capital.
- Endurance Specialty Holdings Ltd. in its $1.8 billion acquisition of Montpelier Re Holdings Ltd. Both companies are based in Bermuda.
- Enel Green Power S.p.A. (Italy) in the $440 million sale of a 49 percent stake in its U.S. renewable energy unit to GE Energy Financial Services.
- EnergySolutions, Inc., a nuclear services company, in its $1.1 billion acquisition by a subsidiary of Energy Capital Partners II, LLC, a private equity firm. Skadden also represented Energy Solutions in a related financing matter.
- EQT Corporation in its transaction with PNG Companies LLC, the parent company of Peoples Natural Gas Company LLC, involving the transfer of EQT’s local gas distribution company, Equitable Gas, in exchange for $720 million, certain midstream pipeline assets of Peoples and certain commercial arrangements.
- Excelitas Technologies Corp. in its acquisition of Qioptiq S.a.r.l. (Luxembourg). Both companies are manufacturers of electronic and optical components.
- Exelon Corporation and Pepco Holdings, Inc. with the regulatory aspects of Exelon’s $6.8 billion acquisition of Pepco to create the leading mid-Atlantic electric and gas utility.
- Express Scripts, Inc. in its $29.1 billion acquisition of Medco Health Solutions, Inc.
- First Solar, Inc. in the sale of a 51 percent interest in the 32-megawatt Lost Hills-Blackwell Facility in California to Southern Renewable Partnerships, LLC. Skadden also represented First Solar in the negotiation of a limited liability company operating agreement for the joint venture owner of the Lost Hills and Blackwell projects and operations and maintenance agreements for each of the projects.
- Fortress Investment Group LLC in its $363 million repurchase of a 12 percent stake from Nomura Holdings, Inc. (Japan).
- Frontier Communications Corporation in its $2 billion acquisition of AT&T’s wireline business and statewide fiber network that provides services to residential, commercial and wholesale customers in Connecticut.
General Electric Company:
- with the global antitrust aspects of its $16.9 billion acquisition of the energy unit of Alstom SA (France); and
- on the antitrust and competition law aspects of its $4.3 billion acquisition of Avio S.p.A. from private equity firm Cinven and Italian aerospace group Finmeccanica.
Genesis HealthCare Corporation, a provider of rehabilitation and assisted living services, in its:
- acquisition of Skilled Healthcare Group, Inc.; and
- $275 million acquisition of Sun Healthcare Group Inc.
- GenOn Energy, Inc. in its $6 billion stock-for-stock merger with NRG Energy Inc., which created the largest independent power producer in the United States.
- GLAMGLOW Inc. in its acquisition by The Estée Lauder Companies Inc.
- Greenhill & Co. Inc. in its $97.6 million acquisition of Cogent Partners, LP.
HealthSouth Corporation in its:
- $730 million acquisition of the operations of Reliant Hospital Partners, LLC; and
- $750 million acquisition of EHHI Holdings, Inc.
- The Hershey Company in the $584 million acquisition by its subsidiary, Hershey Netherlands B.V., of an 80 percent stake in Shanghai Golden Monkey Food Joint Stock Co., Ltd. (China).
- Hewlett-Packard Company in its acquisition of Voltage Security, Inc.
- Hillenbrand, Inc., a holding company for a funeral products manufacturer and an industrial equipment supplier, in its $530 million acquisition of Coperion GmbH (Germany), a manufacturer of industrial machinery and plants, from Deutsche Beteiligungs AG (Germany), a private equity firm.
- Hillshire Brands Company (formerly Sara Lee Corporation) in its $8.6 billion unsolicited acquisition by Tyson Foods, Inc. Skadden previously represented Hillshire in its $7.7 billion unsolicited bid by Pilgrim’s Pride Corporation.
- JLL Partners in its $2.6 billion transaction with Royal DSM, a Dutch chemicals and nutrition company, and Patheon Inc.
- Joh. A. Benckiser GmbH, a holding company based in Germany, as the lead investor in its proposed $9.8 billion acquisition D.E Master Blenders 1753 N.V. (the Netherlands), a coffee and tea producer. Skadden also advised on the related €3.3 billion acquisition financing, which won International Financial Review’s “EMEA Leveraged Loan of the Year” award for 2013.
- John Hancock Retirement Plan Services, LLC (Canada) in its acquisition of the retirement plan services business of New York Life Investment Management LLC.
- JPMorgan Chase & Co. as financial advisor to International Rectifier Corporation in its $3 billion acquisition by Infineon Technologies AG (Germany).
- Jos. A. Bank Clothiers Inc. in its unsolicited, but subsequently agreed upon, $1.8 billion acquisition by The Men’s Wearhouse, Inc.
- funds managed by Kelso & Company and StoneRiver Group, L.P. in connection with the merger of Progressive Medical, Inc. and PMSI, Inc.
- Konecranes plc (Finland) in its combination with Terex Corporation to form a new company called Konecranes Terex plc.
- Lattice Semiconductor Corporation in its $600 million acquisition of Silicon Image, Inc.
- LCY Chemical Corp. in combining its styrenic block copolymers business with Kraton Performance Polymers and taking back a 50 percent interest in the combined company.
- Life Time Fitness, Inc. in its $4 billion acquisition by affiliates of Leonard Green & Partners, L.P. and TPG Capital, L.P.
- Sven-Olof Lindblad, the controlling shareholder of Lindblad Expeditions, Inc., in Lindblad Expeditions’ $439 million acquisition by Capitol Acquisition Corp. II.
- LSI Corporation in its $6.6 billion acquisition by Avago Technologies Limited.
- Marubeni Corporation in its $5.3 billion acquisition of Gavilon Group LLC. Skadden handled the global antitrust competition reviews, including in the U.S., China and ten other jurisdictions.
- McDavid Inc. in its acquisition of Shock Doctor, Inc.
- Merck KGaA (Germany) in its $17 billion acquisition of Sigma-Aldrich Corporation, a chemical company for the life sciences industry.
- The Middleby Corporation in its acquisition of U-Line Corporation.
- MIPS Technologies, Inc. in its simultaneous patent sale to AST and the sale of its operating business to Imagination Technologies Group.
- Mount Sinai Medical Center in its merger with Continuum Health Partners.
- Mylan Inc. in its $1.6 billion acquisition of Agila Specialties Private Limited (India), a developer, manufacturer and marketer of generic injectable products, from Strides Arcolab Limited (India).
- New Residential Investment Corp. in its $1.4 billion acquisition of substantially all of the assets of Home Loan Servicing Solutions, Ltd. (Cayman Islands).
- NewYork-Presbyterian Hospital with the antitrust aspects of its acquisition of NYU Downtown Hospital.
- News Corporation in its $950 million acquisition of Move, Inc.
NIKE, Inc. in:
- its $570 million sale of Cole Haan LLC to Apax Partners LLC. Skadden also represented Nike in related financing matters; and
- its $225 million sale of Umbro International Ltd. (United Kingdom) to Iconix Brand Group, Inc.
- Nordion Inc. (Canada) in its $805 million acquisition by Sterigenics International, Inc.
- Norwest Equity Partners in its $315 million sale of Caliber Company, the parent company of Savage Sports Corporation, a manufacturer of firearms for the hunting and sport shooting industries, to Alliant Techsystems Inc., a producer of aerospace and defense products. Skadden also represented Norwest Equity Partners in the related acquisition financing.
- NPS Pharmaceuticals, Inc. in its $5.2 billion acquisition by Shire plc (Ireland).
- NTT DOCOMO, Inc. (Japan) in its $290 million tender offer for Buongiorno S.p.A. (Italy), a developer of mobile applications, through NTT’s subsidiary DOCOMO Deutschland GmbH (Germany).
- OAO Severstal (Russia) in the $2.3 billion sale of its subsidiaries Severstal Columbus, LLC and Severstal Dearborn, LLC to Steel Dynamics Inc. and AK Steel Corporation.
- Osisko Gold Royalties Ltd. in its $425 million acquisition of Virginia Mines Inc. Both companies are based in Canada.
- Otsuka Pharmaceutical Co., Ltd. (Japan) in its $3.5 billion acquisition of Avanir Pharmaceuticals, Inc.
- Outokumpu Oyj (Finland) in the proposed sale of ThyssenKrupp Acciai Speciali Terni S.p.A. (Italy) and Outokumpu VDM GmbH (Germany) to ThyssenKrupp AG (Germany). Both Outokumpu and ThyssenKrupp are manufacturers of stainless steel.
- Pan American Silver Corp. with the U.S. securities, antitrust and tax aspects of its $1.5 billion acquisition of Minefinders Corporation Ltd. Both companies are based in Canada.
- Patheon Inc. (Canada) in its acquisition of IRIX Pharmaceuticals, Inc.
- Pattern Energy Group Inc. in its $242 million acquisition of the 201-megawatt Post Rock Wind facility in Kansas and the 150-megawatt Lost Creek Wind facility in Missouri from Wind Capital Group, LLC and its affiliates.
- the special committee of independent directors of Perfect World Co., Ltd. in the $1 billion going-private acquisition by Perfect Peony Holding Co. Ltd. Both companies are based in China.
- $2.8 billion sale of its portfolio company Iglo Foods Holdings Limited (United Kingdom) to Nomad Holdings Limited (British Virgin Islands);
- $3.5 billion sale of its portfolio company Arysta LifeScience Limited (Ireland) to Platform Specialty Products Corporation;
- along with a group of Canadian investors, in their $1.1 billion acquisition of Atrium Innovations Inc. (Canada), a manufacturer of health and nutrition products;
- along with the Marazzi Group SpA (Italy), in Marazzi’s $1.5 billion acquisition by Mohawk Industries, Inc.; and
- in its $1.1 billion sale of its portfolio company, Renaissance Learning Inc., to Hellman & Friedman LLC.
- Pinnacle Entertainment Inc. in the unsolicited, but subsequently agreed upon, acquisition of substantially all of its real estate by Gaming and Leisure Properties, Inc. (GLPI).
- Privilege Underwriters, Inc. in its recapitalization. As part of this transaction, funds managed by Stone Point Capital LLC maintained a majority stake in Privilege, and Kohlberg Kravis Roberts & Co. L.P. acquired a minority stake.
- Rain CII Carbon LLC, a subsidiary of Rain Commodities Limited (India), in its $914 million acquisition of RÜTGERS (Germany), a manufacturer of specialty chemicals, from funds advised by Triton (United Kingdom).
- Revlon, Inc., a manufacturer of mainstream cosmetics, skin care and personal care products, in its $660 million acquisition of The Colomer Group Spain S.L., a manufacturer of beauty products.
- Rite Aid Corporation in its $2 billion acquisition of Envision Pharmaceutical Services, Inc. from TPG Capital, L.P.
- RPX Corporation in its acquisition of patent assets from Rockstar Consortium US LP.
- Sensata Technologies Holding N.V. (the Netherlands) in the $1 billion acquisition by its wholly owned indirect subsidiary Sensata Technologies B.V. of Schrader International, Inc. from Madison Dearborn Partners, LLC.
- Shelf Drilling International Holdings, Ltd. (United Arab Emirates), a company sponsored by Castle Harlan, Inc., CHAMP Private Equity (Australia) and Lime Rock Partners, in its $1.1 billion acquisition of 38 shallow water drilling rigs from Transocean Ltd. (Switzerland). This transaction received the highest ranking in the Corporate & Commercial category in the Financial Times’ 2013 “US Innovative Lawyers” report.
- Spotify Limited (Luxembourg) in its acquisition of The Echo Nest Corporation.
Sprint Nextel Corporation in:
- its $21.6 billion sale of a 78 percent stake to Softbank Corporation (Japan) and the related $3.1 billion 1% convertible bond issue. The deal is the largest-ever overseas acquisition by a Japanese company. This deal was awarded “Global M&A Deal of the Year: Grand Prize” at the 2013 American Lawyer Global Legal Awards; and
- its $2.5 billion acquisition of the remaining 50 percent stake in Clearwire Corporation that it did not already own.
- Stanley Black & Decker, a provider of hand tools, power tools and accessories, and electronic security solutions, in its $850 million acquisition of Infastech (Hong Kong), a manufacturer of mechanical fasteners.
- Steinway Musical Instruments Inc. in its $512 million acquisition by Paulson & Co. Inc., a private equity firm.
- Stryker Corporation in its $1.65 billion acquisition of MAKO Surgical Corp.
- Summit Entertainment, LLC in its $413 million acquisition by Lions Gate Entertainment Corporation.
- TOMS Shoes, Inc. in the sale of a 50 percent stake to Bain Capital.
- Toray Industries, Inc. (Japan), a manufacturer of chemical products, in its $584 million acquisition of Zoltek Companies Inc., a manufacturer of carbon fibers.
Valeant Pharmaceuticals International, Inc. (Canada) in:
- in its proposed unsolicited $46 billion acquisition of Allergan Inc.;
- with the antitrust aspects of the $1.4 billion sale of its filler and toxin treatments to Nestlé S.A. (Switzerland);
- its $8.7 billion acquisition of Bausch & Lomb Holdings Incorporated, a manufacturer of ophthalmic surgical and eye care products; and
- its $414 million acquisition of the outstanding common stock of Obagi Medical Products, Inc.
- Veritas Capital in its $2.1 billion acquisition of Standard Aero Holdings, Inc. (Canada) from Dubai Aerospace Enterprise (DAE) Ltd.
- ViroPharma in its $4.2 billion acquisition by Shire plc.
Visteon Corporation, a manufacturer of auto parts, in:
- the $3.6 billion sale of its 70 percent stake in Halla Visteon Climate Control Corp. (South Korea) to an affiliate of Hahn & Company (South Korea) and Hankook Tire Co., Ltd. (South Korea);
- the $1.5 billion sale of its 50 percent stake in Yanfeng Visteon Automotive Trim Systems Co., Ltd., a joint venture between Visteon and Huayu Automotive Systems Co., Ltd. (HASCO), to HASCO. Both Yanfeng and HASCO are based in China; and
- its $265 million acquisition of the automotive electronics business of Johnson Controls Inc.
- Vocus, Inc. in its $446 million acquisition by GTCR, LLC.
- Vue Entertainment Ltd. (United Kingdom), a portfolio company of United Kingdom-based Doughty Hanson & Co., in its acquisition of Multikino S.A. (Poland). Both parties are operators of movie theaters.
- The Walt Disney Company in its $4 billion acquisition of Lucasfilm Ltd. The Daily Journal named this transaction one of the top 10 California M&A deals by value announced in 2012.
- The Warnaco Group, Inc. in its $2.9 billion acquisition by PVH Corp.
- Wasserstein & Co., LP in its US$160 million sale of High Pressure Equipment Company, Inc. to Graco Inc.
Watson Pharmaceuticals, Inc., a leading generic and specialty pharmaceutical company:
- in connection with the worldwide antitrust aspects of its $5.6 billion acquisition of Actavis Group (Switzerland); and
- in connection with the antitrust aspects of its $562 million acquisition of Specifar S.A. (Greece).
- Wisconsin Energy Corp. in its $9.1 billion acquisition of Integrys Energy Group, Inc. The combined company will be named WEC Energy Group, Inc.
- Broadcast Music, Inc. in connection with enforcement and modification of an antitrust consent decree.
- China XD Electric Co., Ltd. in its joint venture with the digital energy business of General Electric Company to deliver a full line of electric transmission and distribution and grid automation services. As part of the joint venture GE will acquire a 15 percent equity stake in XD Electric for $535 million.
- Marubeni Corporation in the expansion of Kalama Export Company LLC (KEC), its grain elevator export joint venture with Archer-Daniels-Midland Company (ADM) and Agrex Inc. (Japan) in the U.S. Pacific Northwest, as a result of Marubeni’s contribution of its grain export elevator operations at Terminal 5 in The Port of Portland, Oregon, to a subsidiary of KEC.
- a global pharmaceutical company in its discussions with another pharmaceutical manufacturer regarding several potential joint collaborations.
- Anheuser-Busch InBev in a settlement with the U.S. Department of Justice Antitrust Division in litigation challenging AB InBev’s proposed acquisition of the remaining stake in Grupo Modelo that it did not already own, and in the successful dismissal of a suit brought by private plaintiffs to block the transaction.
- the unsecured creditors committee of AMR Corporation, the parent company of American Airlines, Inc., in settling litigation brought by the U.S. Justice Department and numerous state attorneys general challenging the merger of AMR and US Airways.
- Amylin Pharmaceuticals in a first-of-its kind deal in which Amylin and Eli Lilly and Company terminated their alliance in connection with the diabetes drug Exenatide and resolved outstanding litigation between the companies. Previously counsel to Amylin in a lawsuit alleging breach of a commercialization agreement for diabetes drugs and an antitrust claim against Eli Lilly, then successfully negotiated the settlement that resulted in the alliance termination.
- DRS Technologies Inc. in a successful litigation and CFIUS review that resulted in the completion of its $5.2 billion acquisition by Italy-based Finmeccanica SpA.
- Express Scripts in the settlement of a federal class action litigation brought by shareholders of Medco Health Solutions related to Express Scripts’ acquisition of Medco and a related dismissal of antitrust claims brought in federal court.
- Southwest Airlines Co. in the defense of an antitrust lawsuit filed by 43 individual plaintiffs challenging the merger as anticompetitive. On June 2, 2011, the Ninth Circuit dismissed the private plaintiffs’ attempted interlocutory appeal of a TRO denial by the district court and concomitantly dismissed as moot a related emergency motion. Most recently, the Ninth Circuit granted Southwest’s motion for sanctions and attorneys’ fees against the plaintiffs’ counsel for unreasonable and vexatious conduct.
- Sprint Corporation in its successful opposition to AT&T Inc.’s approximately $39 billion acquisition of T-Mobile USA Inc. On Sept. 6, 2011, Skadden filed suit in the U.S. District Court for the District of Columbia seeking to challenge the proposed merger on antitrust grounds. The firm also represented Sprint before the Antitrust Division of the Department of Justice and the FCC in connection with this matter.
- 3taps Inc. and its founder, Greg Kidd, in securing a favorable settlement in a suit brought by Craigslist, in which Craigslist alleged that 3taps and several co-defendants unlawfully harvested, distributed and reposted Craigslist advertisements on their own websites.
- ABB Ltd. in securing a favorable settlement in a cartel investigation by Brazil’s Administrative Council for Economic Defense CADE, which accused ABB of fixing the price of underground and submarine power cables.
Allergan (formerly known as Actavis, Inc.), a generic pharmaceutical company, in:
- defending putative class actions challenging the settlement of Hatch Waxman patent litigation relating to the drug Actos;
- defending an antitrust suit brought by the Federal Trade Commission challenging a 2006 settlement of Hatch-Waxman patent litigation relating to the drug AndroGel. Skadden also represents Actavis in nine follow-on private actions brought by various groups of purchaser plaintiffs;
- defendant putative class actions challenging the settlement of Hatch Waxman patent litigation relating to the drug Lidoderm; and
- representing the company and CEO Paul Bisaro in securing the right to take discovery against the Federal Trade Commission in connection with a dispute over subpoena enforcement. We believe that this is the first time discovery has ever been allowed against the FTC during an investigation.
- Actavis, Valeant and Mylan in continuing enforcement actions and litigations brought by competition authorities.
- Arclin in the settlement of an antitrust lawsuit in the District of Oregon alleging violations of the Robinson-Patman Act.
- Cemex Inc. in securing the denial of class certification and subsequent dismissal of a putative class action brought in federal district court in Florida by direct and indirect purchasers alleging price fixing, territorial and customer allocation in the cement and ready-mix concrete industries.
- China National Minerals Co., Ltd. in the dismissal of a purported class action in the District of New Jersey alleging that China National, along with other Chinese magnesite producers and exporters, engaged in a conspiracy to fix the prices of magnesite exported from China to the United States. The U.S. Court of Appeals for the Third Circuit subsequently vacated the dismissal and remanded the case for further consideration for dismissal by the district court. Skadden is representing China National in its motion for rehearing en banc.
De Beers S.A. in:
- the dismissal of federal and state antitrust claims brought by a former customer who alleged that seven De Beers companies had monopolized and conspired to restrain trade in the gem-diamond industry. Following two prior rulings dismissing claims against six of the seven defendants, the U.S. District Court for the Southern District of New York ordered the dismissal of the remaining claims;
- the dismissal of a treble-damage antitrust suit in S.D.N.Y. by a former sightholder alleging overcharges in the price of gem diamonds; and
- a class action litigation in the Supreme Court of British Columbia accusing De Beers and others of engaging in anticompetitive practices affecting the gem grade diamond industry in Canada.
- Glencore Xstrata/Pacorini Metals USA in multidistrict treble-damage litigation involving aluminum warehousing and pricing practices.
HarperCollins Publishers in:
- the settlement of parens patriae cases and related class actions alleging antitrust violations relating to the sale of e-books; and
- the dismissal of a putative class action in the Southern District of New York alleging antitrust violations related to the DRM technology used in connection with ebooks purchased by owners of Amazon Kindle devices.
JPMorgan Chase & Co. in:
- a nationwide putative class action alleging a conspiracy among consumer lenders, credit reporting bureaus and credit scoring agencies to restrict the availability of consumer loans and to inflate and fix loan pricing through the exchange of consumer creditworthiness information and credit scores. The court granted JPMorgan’s motion to dismiss the complaint, with prejudice;
- the largest antitrust class action in history — a putative nationwide class action of millions of merchants alleging a conspiracy in violation of Section 1 of the Sherman Act, among Visa, MasterCard and their member banks, to fix and artificially raise interchange fees, which affect the discount rate that a merchant pays on each transaction made with a payment card. The plaintiffs also allege monopolization by the networks under Section 2 of the Sherman Act, and violation of Section 7 of the Clayton Act arising from each network’s reorganization. In addition to damages, the plaintiffs seek injunctive relief against certain network point-of-sale rules;
- a nationwide putative class action alleging a conspiracy among various private equity and securities firms to fix the bid processes in connection with various leveraged buyout transactions;
- an antitrust suit brought by a union pension plan alleging JPM and several banks conspired to restrain competition within the credit default swaps market;
- a federal class action lawsuit alleging that various bank defendants had engaged in a horizontal conspiracy among themselves and with the network defendants, Visa and MasterCard, to fix the fees paid by consumers for access to automated teller machines; and
- several federal class actions alleging that foreign currency dealers, including JPMorgan Chase, conspired to manipulate the benchmark WM/Reuters currency exchange rate.
KeySpan Corporation, now part of National Grid plc:
- in connection with a negotiated settlement of a Department of Justice investigation into allegations that a KeySpan financial swap transaction kept electricity prices artificially high in New York City, and in connection with related putative state and federal class actions in New York, each seeking at least $118 million in damages. The U.S. District Court for the Southern District of New York granted KeySpan’s motion to dismiss with prejudice on standing and filed rate doctrine grounds; and
- in connection with an investigation by the U.S. Department of Justice’s Antitrust Division into allegations that KeySpan kept electricity prices artificially high by using a derivative transaction to take a financial stake in one of its main competitors, Astoria Generating.
- Merrill Lynch & Co., Inc. in the affirmance by the Second Circuit of the dismissal of class action suits brought in the U.S. District Court for the Southern District of New York by issuers and investors of auction rate securities alleging antitrust violations.
- Realogy Corporation, Century 21 Real Estate LLC and Coldwell Banker Real Estate LLC in an antitrust class action alleging that real estate brokers fixed brokerage commissions charged to sellers of residential real estate in Kentucky. SanDisk Corp. in two cases in defense of antitrust counterclaims relating to the company’s licensing of its patented flash memory technology, and in the dismissal of a federal antitrust suit in which PNY Technologies alleged that SanDisk threatened litigation to force anti-competitive patent licensing agreements.
- Spanish Broadcasting System, Inc. in securing summary judgment on all counts against certain of its preferred stockholders who sought declaratory and compensatory relief arising from purported breaches of a certificate of designations.
- U.S. International Media, LLC in connection with three tortious interference with contract lawsuits brought by various entities that represent television stations in the sale of spot advertising, in the Supreme Court of the State of New York. In response, USIM filed antitrust counterclaims against these entities alleging a conspiracy in restraint of trade in violation of the Donnelly Act and successfully defended against the plaintiffs’ motion to dismiss, which the court denied in April 2011.
- Vitol, S.A. in putative class actions alleging, inter alia, that the defendants conspired to raise Brent Crude oil prices and the prices of Brent Crude Oil futures contracts on NYMEX and ICE.
- The National Basketball Association (NBA) and its 30 member teams in a federal declaratory class action lawsuit against the National Basketball Players Association and all NBA Players in connection with the NBA’s lockout, which involved establishing that the NBA’s lockout was not a violation of federal antitrust laws, among other things. Skadden also served as lead counsel defending the NBA against two antitrust lawsuits brought by the NBA players challenging the NBA lockout.
- The National Collegiate Athletic Association (NCAA) in a federal antitrust class action by Division I football and men’s basketball players challenging the NCAA’s amateurism rules barring compensation for athletes other than educational expenses.
The National Football League (NFL):
- in the affirmance by the Third Circuit of a dismissal of a lawsuit in the U.S. District Court for the District of New Jersey alleging tort, contract and RICO claims in connection with the New England Patriots’ alleged videotaping of New York Jets coaches and players during a game at Giants Stadium. The court held that the plaintiff received exactly what he paid for — the right to view an NFL football game at Giants Stadium — and could not maintain an action based on his subjective expectations about the fairness of the game; and
- as amicus curiae in Brady v. NFL, challenging the legality of the NFL lockout.
The National Hockey League (NHL) in:
- a putative class action lawsuit alleging violations of federal antitrust laws, including for conspiracy and monopolization, in connection with the NHL improperly eliminating competition in the distribution of live men’s hockey games on television and over the Internet;
- a purported class action lawsuit in New Jersey federal court alleging that Philadelphia Flyers season ticket holders were improperly charged for 2011 Winter Classic tickets; and the successful negotiation and drafting of a new Collective Bargaining Agreement with the National Hockey League Players’ Association.
- The NCAA, NBA, NFL, NHL and MLB in securing a Third Circuit affirmance of a lower court’s decision granting the sports leagues’ motion for summary judgment and issuing a permanent injunction preventing New Jersey Gov. Chris Christie’s proposed sports wagering scheme from taking effect.
- Rutgers University in an independent review of the men’s basketball program in connection with the university’s dismissal of the head coach in April 2013.
- a non-public DOJ investigation regarding derivatives trading information.
- two non-public investigations in the EU regarding derivatives trading information and derivatives clearing, respectively.
- several investigations by the Federal Trade Commission in the pharmaceutical industry.
- a DOJ investigation in the air cargo transportation industry.
- a grand jury investigation involving ocean transportation in domestic trades.
- a DOJ civil non-merger investigation of competitive issues in the New York City electricity capacity market.
- two non-public multinational cartel investigations of an electronic components manufacturer.
- a non-public multinational cartel investigation of a transportation company.
- a grand jury investigation conducted by the Office of the Attorney General of New Jersey into fuel surcharges of a transportation company.
- an investigation by the Department of Justice into hiring practices in the high-tech industry.
- GlaxoSmithKline plc in the successful appeal before the EU General Court and subsequently the EU Court of Justice against a commission decision finding that GlaxoSmithKline’s pricing policy violated Article 101 by restricting parallel imports between EU Member States that, according to the commission, was “tantamount to an export ban.”
- Horizon Lines in a grand jury investigation involving ocean transportation in domestic trades.
- PokerStars in connection with government investigations into the online poker industry.
- several large, multinational firms in international cartel proceedings that span jurisdictions across different continents. Skadden successfully has assisted companies in obtaining conditional immunity with the European Commission and other competition law agencies, ensuring close coordination of contacts with the different competition law agencies and a seamless representation across continents where agencies increasingly interact. Skadden also is advising companies on issues of parental liability for collusive conduct, an area of considerable interest and controversy in the EU given the commission’s presumption of parental liability for wholly owned subsidiaries.