Professional notice
United Kingdom
The London competition team at KIRKLAND & ELLIS, led by partner Paula Riedel, has a stand-out merger control practice, with particular expertise in big pharmaceutical deals. Although the firm’s behavioural and litigation work doesn’t compare to the other practices listed in our survey, its big-ticket merger work is enough to see it enter our listings for the first time. The firm has seen impressive growth in London, going from just three partners in 2017 to housing eight in 2020. Riedel led the team in advising GlaxoSmithKline in its joint venture with Pfizer, which was filed in over 20 jurisdictions and secured EU approval subject to a divestment remedy. Riedel and partner Mark Gardner steered Bristol Myers Squibb’s $74 billion acquisition of Celgene, which was reviewed in 12 jurisdictions and was unconditionally cleared by the European Commission in 2019. In another big pharmaceutical sector deal, Riedel and partner Thomas Wilson were co-counsel to AbbVie on its $63 billion deal with Allergan. The deal was cleared with divestments in the European Union and the United States in 2020.
United States: Illinois
The Chicago-based antitrust team at KIRKLAND & ELLIS is led by litigation-focused partner Jim Mutchnik, who guides 17 additional partners including Daniel Laytin, David Zott and Christa Cottrell. The team has five remaining associates after promoting Christina Dahlman and Alyssa Kalisky to the partnership in October 2019.
Kirkland acts for the Blue Cross & Blue Shield Association as it faces multiple class actions alleging a massive market allocation scheme carried out through its member associations. The litigating parties have agreed to a tentative $2.7 billion settlement with customers that would also eliminate some of the association’s rules that the plaintiffs allege constrained competition. The firm’s defence of the Association continues in respect of parallel claims brought by healthcare providers. Kirkland also defends multistate Blue Cross & Blue Shield licensees Health Care Service, Highmark, Consortium Health Plans and National Account Service.
Kirkland is defending Clemens Food Group in the Pork Antitrust litigation, which alleges producers conspired to fix hog prices using the industry data sharing service Agri Stats. Kirkland also represented EVA Airways after it received a subpoena in 2017 as part of the DOJ’s Air Cargo Shipping antitrust investigation. Additionally, the firm helped Essendant settle claims filed by AgoNow that it had been illegally boycotted from distribution of professional industrial products. Deal work includes advising Delphi Technologies on its $3.3 billion acquisition by BorgWarner.
United States: New York
KIRKLAND & ELLIS says it advised clients on more than 15% of all merger filings before the US antitrust agencies in the fiscal year 2019. The New York office, led by partner Ian John, may not be the size of those in Chicago and Washington, DC, but it certainly works on its fair share of deal work. Led by partner Kate Rocco, the team acted for Ares Capital and National Veterinary Associates on their sales to JAB and Compassion-First. The firm also represented long-term client Bain Capital on several transactions, including its purchases of Imperial Dade and Dent Wizard. Other notable deal work includes acting for Aveanna Healthcare on its abandoned acquisition of Maxim Healthcare Services and representing Huntsman on the sale of its chemical intermediates business to Indorama Ventures and its over $300 million purchases of Icynene-Lapolla and CVC Thermoset Specialties. Away from merger control, partner Jay Lefkowitz helped Teva Pharmaceuticals secure the dismissal of private litigation alleging an anticompetitive reverse payment settlement related to the diabetes medication ACTOS.
United States: Texas
KIRKLAND & ELLIS makes its debut in our Texas rankings after nabbing partners Sean Royall and Olivia Adendorff from Gibson Dunn & Crutcher in November 2019, as well as Rachael Rrezabek and Chris Burkhalter. Those four lawyers all joined the firm’s Dallas office, while the team also welcomed associate Jack O’Gorman in September from the Antitrust Division’s telecommunications and broadband section. Royall, a former deputy director of the FTC’s bureau of competition, and his Dallas-based team already have their fair share of work cut out for them.
The Texas group has represented Allergan on multiple fronts, including in settling private claims in early 2020 by groups of direct purchasers and retailers that accused it of illegally denying generic entry for its dry eye medication Restasis. The team also secured in March 2019 the initial dismissal of federal and state antitrust claims brought by rival Shire, alleging that Allergan engaged in anticompetitive bundling and exclusive dealing related to Restasis for Medicare patients’ works. The parties settled in June 2020 after Shire filed an amended complaint. Additionally, Kirkland has represented Juul Labs in several class-action lawsuits alleging it and Altria Group had illegally refrained from competition with each other, as well as acting as “liaison counsel” for AT&T in a high-profile FTC probe into a top technology company.
United States: Washington, DC
KIRKLAND & ELLIS boosted its Washington, DC, antitrust group with the hiring of partners Sean Royall, Richard Cunningham and Olivia Adendorff from Gibson Dunn in November 2019. Royall and Cunningham both previously worked at the FTC: Royall as deputy director of the bureau of competition and Cunningham as a senior trial counsel. Matt Reilly leads the DC competition practice, which now has approximately 23 lawyers who spend half their time or more on competition. Newly promoted partners in the group include Chuck Boyars and former FTC attorneys Mike DeRita and Stephanie Greco.
The firm takes pride in its merger work and it says it handled seven second requests from the US antitrust agencies during the FTC’s 2019 fiscal year ending in September. The team represented Bristol Myers Squibb in its acquisition of Celgene and the related $13.4 billion sale of Celgene’s Otezla to Amgen. The firm also acted for WellCare Health Plans in its $17.3 billion deal with Centene, as well as in the health insurer’s related divestiture sale of its Missouri and Nebraska Medicaid plans to Anthem. Additionally, the competition team advised AbbVie in its $63 billion acquisition of Allergan and the related divestiture of certain products.
Kirkland has also acted for AbbVie in putative class actions alleging that the company monopolised the market for adalimumab, the active ingredient in the biologic drug Humira. The firm won complete dismissal in 2020. Kirkland represents Teva Pharmaceuticals in several pay-for-delay cases and has defended BASF in a putative antitrust class action alleging price-fixing and manipulation in the global trading market for platinum and palladium. In 2020, Kirkland secured dismissal of the plaintiffs’ amended claims.
OVERVIEW
Our Antitrust & 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 defense, government investigation defense, expedited transaction clearance and real-world counseling experience. Our attorneys worked as former prosecutors, supervisors and attorneys in the U.S. Department of Justice, Antitrust Division (DOJ), 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 Act (HSR) and foreign merger control notifications. We consistently file more HSR notifications in U.S. 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.
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 experience covers the full spectrum of antitrust claims, including cartels, monopolization, pricing disputes, unfair competition, price discrimination, intellectual property and merger-related litigation.
M&A
Kirkland has immense experience in U.S. and foreign M&A clearances. Kirkland files over 325 Hart-Scott-Rodino Act (HSR) notifications annually – the Firm files HSR notifications in approximately 15 percent of all transactions reported to U.S. 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 decades old, 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 U.S. or other sovereign nations and international bodies. In the course of these ongoing matters, Kirkland lawyers have successfully obtained favorable, 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 European Union, 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.