í´ì¸ M&Aì ë²ì ìì - Sullivan & Cromwell
í´ì¸ M&Aì ë²ì ìì - Sullivan & Cromwell
í´ì¸ M&Aì ë²ì ìì - Sullivan & Cromwell
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Joint Aspects - Antitrust - Practical Issues for<br />
Transaction Planning<br />
continued<br />
Early analysis by antitrust team to determine<br />
- The antitrust-related conditions to closing that need to be included in the transaction documents<br />
(i.e., in which jurisdictions is pre-closing approval required?)<br />
- Possible substantive concerns and the level of contractual obligation by purchaser to obtain<br />
approvals (e.g., limited or unlimited requirement for purchaser to divest assets or offer other<br />
remedies and whether remedy offer must occur in Phase I or can be deferred until Phase II)<br />
- Appropriate period until ―drop-dead‖ date (i.e., should the period be sufficient to allow for a Phase<br />
II investigation?)<br />
Assume that documents prepared by or for the merging parties that describe<br />
rationale for and effects and benefits of transaction will have to be disclosed<br />
to competition authorities. This can include memos or presentations to the<br />
Board and materials prepared by investment banks and management<br />
consultants<br />
Timetable should allow sufficient time for drafting notifications and for prenotification<br />
stage<br />
Illegal to begin integration prior to competition approval<br />
Illegal to exchange certain types of sensitive information prior to competition<br />
approval (case-by-case assessment required)<br />
Planning for post-closing integration is permissible<br />
Pre-closing conduct guidelines for parties‟ integration teams<br />
141
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