The Group advises on merger clearances, criminal antitrust investigations and civil litigation. Because the same team is used, clients benefit from the Group's complete understanding of the issues clients face. This holistic approach is particularly important in coordinating global cartel investigations and responding to any subsequent civil litigation, a regular part of the Group's practice. In addition, despite heightened regulatory scrutiny, the Firm boasts an enviable track record securing U.S. antitrust clearances for U.S. and cross-border mergers, acquisitions and dispositions.
S&C lawyers also offer counsel on high-level business strategies; mergers, including related litigation; antitrust investigations; threats of litigation; and challenges to other companies' anticompetitive practices.
The Firm handles all manner of international issues through its global network of offices.
S&C nurtures long-term relationships with its clients, developing an in-depth understanding of each client's business and offering advice that is effective, pragmatic and tailored to its objectives.
The Group blends demonstrated excellence in antitrust law with industry-leading positions in corporate, financial and transactional legal strategy. Dedicated teams tailored to the needs of each case move seamlessly among strategic advice, litigation and any required appeals. From start to finish, S&C lawyers master the complexities of the client's regulatory challenges.
SELECTED REPRESENTATIONSSullivan & Cromwell’s recent antitrust experience includes representations of:
- MUFG Bank, Ltd., in investigations into potential irregularities in the setting of the London Interbank Offered Rate (Libor) interest rates. S&C also represented MUFG in the related class-action litigations filed in U.S. federal court alleging that it and 15 other financial institutions manipulated Libor in violation of federal antitrust laws and the Commodities Exchange Act.
- Barclays, in international, multiagency investigations into benchmark interest rates, including Libor and Euribor. S&C was engaged by Barclays to conduct an internal investigation regarding conduct relating to benchmark interest rates. In 2012, Barclays entered into settlements with the U.S. Commodity Futures Trading Commission, the U.S. Department of Justice Fraud Division and the U.K. Financial Services Authority. S&C also represented Barclays in obtaining conditional leniency from the Antitrust Division of the U.S. Department of Justice with respect to financial instruments referenced to Euribor. S&C represents Barclays in related civil litigation. The litigation included class-action suits involving USD Libor, Yen Libor and Euribor alleging violations of federal antitrust laws and violations of the Commodity Exchange Act, as well as violations of the Racketeer Influenced and Corrupt Organizations Act and various state laws.
- BP, in obtaining dismissals in full of two class actions involving allegations of a conspiracy to fix the price of North Sea Brent Crude Oil and North Sea Brent Crude Oil futures contracts traded on the New York Mercantile Exchange and IntercontinentalExchange. The lawsuits assert claims under sections 1 and 2 of the Sherman Antitrust Act, the Commodity Exchange Act and state law. S&C successfully represented BP before the Judicial Panel on Multidistrict Litigation in favor of centralizing the actions in the Southern District of New York, where the actions were dismissed. S&C successfully defended those rulings on appeal then led the charge on behalf of all defendants in opposing Supreme Court review of the Second Circuit's decision.
- British Airways, in two global criminal antitrust investigations and in related multidistrict class-action lawsuits over allegations of price-fixing of fuel surcharges with respect to cargo air services—which was settled—and passenger air services. In both the cargo and passenger investigations, which are among the largest probes undertaken by the DOJ’s Antitrust Division, S&C represented British Airways before the DOJ and coordinated the company’s responses to foreign investigative agencies with U.K. and other co-counsel outside the United States.
- Cablevision Systems, in a consumer antitrust class action in federal court in California. The action challenges as unreasonable restraints of trade, in violation of Section 1 of the Sherman Act, the agreements between all major television programmers and cable and satellite companies on the ground that the agreements require the distributors to offer the programming to subscribers on tiers and do not allow consumers to choose individual channels on an “a la carte” basis.
- Goldman Sachs, in a number of matters, including a publicly reported investigation by the Antitrust Division of the DOJ and the European Commission into credit derivatives trading and two putative class actions brought on behalf of classes of issuers and purchasers of auction rate securities. The U.S. Court of Appeals for the Second Circuit affirmed the dismissal of both matters.
- Microsoft, as counsel, coordinating counsel and settlement counsel, in its defense of hundreds of consumer class actions brought around the country by end-users of Microsoft software and direct purchasers of Microsoft software following the Department of Justice’s antitrust case United States v. Microsoft.
- Microsoft, as trial counsel, in its defense of more than a dozen consumer class actions alleging antitrust damages and business fraud claims, including a seven-week jury trial in Minneapolis, Minnesota, and a 16-week jury trial in Des Moines, Iowa. The Firm also obtained six favorable rulings on related matters from the U.S. Court of Appeals for the Fourth Circuit.
- Microsoft, in a long-running antitrust lawsuit brought by Novell that sought nearly $4 billion in damages. The U.S. Court of Appeals for the Tenth Circuit unanimously affirmed the district court’s dismissal of the case. The district court granted Microsoft’s post-trial motion for judgment as a matter of law after an eight-week trial that ended in a deadlocked jury.
The Am Law Litigation Daily named partners David Tulchin and Steve Holley “Litigators of the Week” for their work on the case.
- JPMorgan, in more than 40 putative class-action lawsuits in federal court alleging a conspiracy to manipulate the silver futures market in violation of the Sherman Act and the Commodity Exchange Act. The court granted JPMorgan’s motion to dismiss and subsequently denied the plaintiff’s motion for leave to file an amended complaint. The United States Court of Appeals for the Second Circuit affirmed the dismissal.
- Philips Electronics, in a class-action antitrust multidistrict litigation in the Northern District of California and in related worldwide governmental investigations in connection with the sale of thin film transistor liquid crystal display panels.
- Bayer AG, on the merger clearance aspects of its $66 billion acquisition of Monsanto Company, two of the largest agricultural input suppliers in the world.
- Bayer AG, in its four asset purchase agreements with BASF, the world’s largest chemical producer, under which BASF acquired Bayer’s glufosinate ammonium business, as well as Bayer’s canola, cotton and soybean seed assets, for approximately $9 billion in cash. These divestitures were designed to resolve competition law concerns with the transaction.
- Praxair, on the competition law aspects of its $80 billion merger of equals with Linde AG, two of the largest industrial gas suppliers in the world. Praxair and Linde were head-to-head competitors in numerous countries, which required S&C to craft a complex series of divestiture proposals to address competitive concerns in more than 20 jurisdictions. S&C coordinated all the competition work around the world.
- Tenaris S.A., in its $1.2 billion acquisition from PAO TMK, a Russian company and manufacturer of steel pipe, PAO TMK’s U.S. subsidiary IPSCO Tubulars, Inc. IPSCO and Tenaris are both leading suppliers of seamless steel pipe with premium connections used in oil wells.
- Fiserv, Inc., in connection with its $22 billion acquisition of, including the antitrust issues arising from, First Data Corporation, to create one of the world’s largest financial payment services firms. S&C advised on U.S. antitrust and non-U.S. competition matters and coordinated the global supervisory regulatory processes, which included filings and notifications in 10 jurisdictions and all 50 states.
- Harris Corporation, in its $35 billion merger with L3 Technologies, Inc., the largest-ever defense industry merger. The transaction was named Energy & Industrials Deal of the Year by The Deal in 2019.
- Tiffany & Co., in its acquisition by LVMH Moët Hennessy – Louis Vuitton SE for approximately $16 billion.
- Fiat Chrysler Automobiles, as a global coordinating counsel for the merger clearance aspects of its pending $50 billion merger of equals with Peugeot S.A., which will create the fourth largest global automaker in the world.
- DISH Network Corporation, in its aquisition of the prepaid mobile business of Sprint Corporation required to be divested in connection with the merger of Sprint and T-Mobile US, Inc. for $1.4 billion.
- Amgen Inc., in an Asset Purchase Agreement with Celgene Corporation to acquire certain assets and liabilities associated with the worldwide rights to OTEZLA® (apremilast) from Celgene for approximately $13.4 billion.
- Amgen Inc., on its $167 million acquisition of Nuevolution.
- Amazon.com, Inc., in its $13.7 billion acquisition of Whole Foods Market, Inc. The transaction raised potential concerns given Amazon’s strong position in the retail sector generally and its initial forays into the sale of grocery items with Amazon Pantry and Amazon Fresh. Despite significant interest in the transaction and its implications, we guided Amazon to clearance by the Federal Trade Commission without a substantial investigation.
- Andeavor Corporation, on its $35.6 billion acquisition by Marathon Petroleum Corporation. Andeavor was a leading independent refiner and marketer of petroleum products and Marathon is the second-largest crude oil refiner in the U.S.
- Diageo plc, in its $1 billion purchase of Casamigos Tequila, the fastest growing super-premium tequila brand in the United States, from founders George Clooney, Rande Gerber and Mike Meldman. Diageo is already a significant supplier of tequila as owner of the Don Julio brand.
- Delivery Hero SE, on all merger clearance aspects of the sale of its German food delivery operations, comprising Lieferheld, Pizza.de and its foodora businesses to Takeaway.com N.V. for approximately €1 billion.
- Delivery Hero SE, in its $4 billion acquisition of South Korea-based Woowa Brothers Corp.
- Spirit AeroSystems Holdings, Inc., on all antitrust aspects of its definitive agreement to acquire S.R.I.F. N.V., the parent company of Asco Industries, N.V., for $650 million.
- Kite Pharma, Inc., in its approximately $11.9 billion acquisition by Gilead Sciences, Inc.
- Panera Bread Company, a bakery chain with more than 2,000 cafes across the United States and in Canada, in its $7.5 billion acquisition by JAB Holdings B.V., a Luxembourg investment firm that historically has invested in American coffee and food service companies, including Krispy Kreme, Keurig Green Mountain and Einstein Noah Restaurant Group.
- Royal Philips, in its acquisition of The Spectranetics Corporation for approximately $2.2 billion.
- Teva Pharmaceutical Industries, Ltd., in its $40.5 billion acquisition of Allergan Generics.
- Standard Industries Inc., on its acquisition of Icopal, the leading pan-European manufacturer of roofing and other waterproofing products. The transaction significantly enhanced GAF’s geographic presence outside of North America and provides a platform for future growth on both sides of the Atlantic. The transaction was cleared despite the fact that GAF is the largest roofing manufacturer in the United States, and Icopal was active in segments of that business, such as liquid roofing.