GCR 100 - 20th Edition

Kirkland & Ellis

14 January 2020

United States: Illinois

Kirkland & Ellis, Chicago’s antitrust “it” firm, continues to expand its competition practice. The firm boasts 40 partners who spend more than 50% of their time working on competition-related matters, including long-time partners James Mutchnik and Daniel Laytin. Former associates Kathryn Guilfoyle and Eric White have recently joined the partnership.

Maintaining its reputation as one of the most active firms in Chicago, Kirkland is defending the Blue Cross & Blue Shield Association (BCBSA) in a series of putative class action lawsuits filed across the country that are challenging the structure of the Blue System of health insurance. The plaintiffs’ separate proposed classes include the millions of Americans who are insured by Blue Cross & Blue Shield Plans, and all the doctors and hospitals that negotiate with Blue Plans on the price at which they will provide care to those beneficiaries. The firm is also defending multi-state BCBSA licensees Health Care Service, Highmark, Consortium Health Plans and National Account Service.

Like many of antitrust practices in Chicago, Kirkland is involved in the ongoing Broiler Chicken litigation. The firm is defending Sanderson Farms in the consolidated putative class actions brought by direct and indirect poultry purchasers and end-user consumers, accusing the nation’s largest poultry producers of a conspiracy to reduce output and raise the prices of broiler chickens. It also defended Sanderson Farms against allegations of conspiring not to compete for the services of contract chicken farmers. In 2018, the court granted Sanderson Farms’ motion to dismiss the Oklahoma action for lack of personal jurisdiction and improper venue.

United States: New York

The New York antitrust team at KIRKLAND & ELLIS is led by partner Ian John. It is acting for Ares Capital and National Veterinary Associates on their purchase of competing pet hospital Compassion First. The firm is advising the private equity firm that controls Aveanna Healthcare on its purchase of Maxim Healthcare services’ home healthcare division. Blackstone and its portfolio company Alight turned to Kirkland with respect to a strategic partnership with Wipro. The DOJ required divestitures for client Nexstar Media Group on its purchase of Tribune Media, after the enforcer cited overlaps in certain broadcasting markets. The firm is also defending Nexstar in relation to class actions alleging a conspiracy to fix prices for advertising. It is counselling Ranbaxy Pharmaceuticals against claims that the drug maker entered into a reverse payment settlement to delay market entry of a generic version of Pfizer’s branded drug Lipitor.

United States: Washington, DC

Some competing practitioners said they struggled to think of a firm taking on more mergers and more challenging mergers – that is, increasing in both volume and difficulty – than the folks at KIRKLAND & ELLIS. FTC veteran Matt Reilly has seen the DC team expand dramatically in recent years, including the addition of two former FTC staff attorneys. The firm prides itself on being one that companies can bring their toughest deals to. Kirkland secured FTC approval for Staples in its acquisition of Essendant, in a decision that displayed major ideological divisions among the agency’s five commissioners and required the implementation of a firewall preventing the two office suppliers from sharing certain competitively sensitive information. That settlement drew ire from the agency’s two Democratic commissioners, who challenged vertical aspects of the transaction and the fact that Staples is owned by a private equity firm.

The firm guided Nexstar Media Group’s acquisition of Tribune Media, which included a settlement with the DOJ’s antitrust division that required the divestiture of 13 television broadcast stations. The team defended Tronox’s proposed purchase of rival titanium dioxide producer Cristal before both the FTC’s internal tribunal and the US District Court for the District of Columbia. The FTC ultimately earned a preliminary injunction from the DC district court and the companies settled, agreeing to divest Cristal’s North American assets.

Kirkland completed a significant number of deals in the healthcare industry over the past year. It assisted GlaxoSmithKline on a joint venture with Pfizer related to the companies’ consumer healthcare businesses; and advised WellCare on both its purchase of Meridian, which closed in late 2018, and its merger with Centene, which is being reviewed by the DOJ. The firm is guiding AbbVie on its $63 billion purchase of Allergan, a deal the pharmaceutical companies hope to close in early 2020. It advocated before the FTC and a state attorney general to secure clearance on Pritzker Group’s sale of a hospitality business to the largest industry operator. Kirkland also has its role in the technology sector; the team is acting for Infineon Technologies on its $10 billion acquisition of Cypress Semiconductor and for Bristol-Myers Squibb as it seeks to merge with Celgene for $90 billion.

Previous Chapter:Herzog Fox & Neeman

Next Chapter:McGuireWoods