Professional notice
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.
Our antitrust and competition practice group guides clients through their greatest challenges and opportunities relating to fair competition in a global marketplace.
Our integrated team advises on all aspects of competition law. We provide preeminent criminal and civil antitrust litigation defence, government investigation defence, expedited transaction clearance and real-world counseling experience. Our attorneys have worked as former prosecutors, supervisors and attorneys in the US Department of Justice’s antitrust division (DOJ) and the Federal Trade Commission (FTC), and as prosecutors at a wide variety of other law enforcement agencies.
We work with buyers and sellers through all facets of the mergers and acquisitions regulatory clearance process, starting at the earliest stages of a deal to identify, allocate and reduce potential antitrust issues. By assessing the level of regulatory risk at the outset, we can better prepare the legal and economic analyses necessary to navigate clients through the entire deal negotiation and clearance process.
We have developed cost-effective systems and specially trained personnel for the preparation of Hart-Scott-Rodino (HSR) and foreign merger control notifications. We consistently file more HSR notifications in US transactions than any other law firm in the world.
Our trial-ready reputation gives us an edge in antitrust litigation. We routinely defend our clients in their most important government-initiated investigations and in private antitrust cases in federal and state courts against the DOJ, the FTC and state attorneys general. In Europe, our attorneys successfully handle cases before the U.K. Competition Appeal Tribunal, the English High Court and the European Court in Luxembourg.
CAPABILITIES
Litigation
Kirkland’s antitrust litigation practice is led by a core group of experienced and practical trial lawyers who successfully defend clients in their most important government-initiated and private antitrust cases. The team’s expertise covers the full spectrum of antitrust claims, including cartels, monopolisation, pricing disputes, unfair competition, price discrimination, intellectual property and merger-related litigation.
M&A
Kirkland has immense experience in US and foreign M&A clearances. Kirkland files over 325 Hart Scott Rodino (HSR) notifications annually – the firm files HSR notifications in approximately 15% of all transactions reported to US antitrust agencies annually – and regularly handles transactions requiring European, Asian and Latin American antitrust clearances. Working closely with Kirkland’s corporate attorneys, the antitrust group provides realistic pre-transaction assessments, assists in contractual risk allocation negotiations, and secures expedited regulatory clearances.
Cartels
Kirkland lawyers have years of experience litigating high-profile criminal antitrust and cartel-related matters, both domestically and internationally. While the firm’s history of involvement in such matters is goes back decades, Kirkland lawyers remain at the forefront of this high-stakes practice, defending numerous clients who have come under criminal and civil antitrust scrutiny, whether in the US or other sovereign nations and international bodies. In the course of these ongoing matters, Kirkland lawyers have successfully obtained favourable, non-prosecution resolutions and reasonable settlements and defeated the government at trial.
International
Kirkland has extensive experience working with the antitrust and competition agencies around the world. Kirkland has competition lawyers in London and Shanghai, plus a network of competition attorney contacts, including throughout Australia, Brazil, Canada, the EU, the remainder of Europe, Japan, Mexico, South Africa and many other countries. This network ensures seamless compliance with the relevant notification requirements and allows for prompt competition clearances from those authorities.