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Overview:

In this LIVE Webcast, antitrust lawyers Kivanç Kirgiz (Cornerstone Research) and Sophia Vandergrift (S&C) will provide the audience with an in-depth analysis of the fundamentals as well as the emerging antitrust scrutiny issues in vertical mergers. They will address recent trends and developments surrounding this significant topic. They will also discuss notable court rulings and expose the ever-evolving impact of the recent trends and updates in this area of law. As experts, they will present practical tips and strategies in preventing potential blind spots in a vertical merger agreement.

Some of the major topics that will be covered in this course are:

  • Vertical Mergers in the 2020 Landscape – The Fundamentals
  • Recent Enforcement Trends and Developments
  • Potentials and Pitfalls
  • Notable Court Rulings
  • Practical Tips and Strategies
  • What Lies Ahead

Credit:

Course Level:

Intermediate

 

Advance Preparation:

Print and review course materials

 

Method of Presentation:

On-demand Webcast (CLE)

 

Prerequisite:

General knowledge of antitrust laws

 

Course Code:

148176

 

NY Category of CLE Credit:

Areas of Professional Practice

 

Total Credit:

1.0 CLE


How to Claim CLE Credits Per State:

https://knowledgewebcasts.com/how-to-claim-cle-credits-per-state/


CLE State Requirements:

https://knowledgewebcasts.com/cle-state-requirements/

Speaker Panel:

Kivanç Kirgiz, Vice President
Cornerstone Research

Kivanç Kirgiz. has more than fifteen years of experience applying economic and financial analysis to issues arising in business litigation. Dr. Kirgiz has worked on many large-scale antitrust matters involving allegations of collusion, price fixing, bid rigging, monopolization, and exclusionary conduct. He has worked with counsel to develop case strategy and has managed case teams that have analyzed class certification, liability, and damages issues for testifying experts. Dr. Kirgiz has experience in a variety of industries, including healthcare, auto parts, insurance, energy, chemicals, synthetic rubber, transportation, retail, and pharmaceuticals. In addition to antitrust litigation, Dr. Kirgiz has consulted on multiple matters involving false advertising claims under the Lanham Act. In these cases, he has analyzed issues involving causation, demand dynamics, sales databases, and damages.

Dr. Kirgiz’s experience in litigation related to the Employee Retirement Income Security Act (ERISA) includes company stock drop, excessive fee, and institutional investing cases. He has prepared expert reports; consulted with attorneys during all phases of litigation, including deposition and trial; and conducted analysis and presented findings to the Department of Labor on damages issues. Dr. Kirgiz’s current research involves trends and statistics in ERISA stock drop lawsuit settlements.

Dr. Kirgiz has published articles on bundling, the effect of supply conditions on gasoline prices, and antitrust issues in distribution. Prior to joining Cornerstone Research, he taught courses in microeconomics and the economics of organization and management at Duke University.

Sophia Vandergrift, Special Counsel
Sullivan & Cromwell LLP

Sophia Vandergrift is a Special Counsel in Sullivan & Cromwell’s Litigation Group. Her practice focuses on antitrust counseling, merger investigations, and antitrust litigation, particularly in the healthcare, consumer and retail, and distribution industries. Before joining Sullivan & Cromwell in 2019, Ms. Vandergrift served in the Mergers IV Division of the Federal Trade Commission’s Bureau of Competition. While in that position, she played key roles on notable investigations and litigations such as Sysco/US Foods, Wilhelmsen/Drew Marine, Advocate Health Care/North Shore University HealthSystem, RDNC/Breakthru Beverage Group, and US Foods/SGA. During her time in government, Ms. Vandergrift also served as a Special Assistant United States Attorney.

Agenda:

Kivanç KirgizVice President Cornerstone Research

AND

Sophia VandergriftSpecial Counsel Sullivan & Cromwell LLP

  • Introduction to Vertical Mergers
    • Brief overview of theories of harm: foreclosure; access to sensitive competitive information.
    • Overview of procompetitive benefits that vertical mergers offer.
    • Overview of economic underpinnings of vertical merger analysis.
  • Current status of law & regulatory guidance on vertical merger analysis
    • Background on enforcement – before AT&T/Time Warner trial in 2017-2018, US antitrust agencies had not litigated a vertical merger challenge since the 1970s.
      • Brief discussion of takeaways from AT&T/Time Warner, highlight legal gaps left by the opinion.
    • Vertical Merger Guidelines have not been issued since 1984.  Antitrust bar widely recognizes that the 1984 Guidelines are outdated and do not reflect current thinking—legally, or economically—about vertical mergers.
    • Agencies have indicated that development of new vertical merger guidance is underway. Discuss statements DOJ and FTC leadership have made about the wisdom of promulgating such guidance.  Offer thoughts on what specific issues any agency guidance might address.
  • Recent agency handling of vertical issues
    • Beyond the AT&T/Time Warner case, there are several recent merger reviews that provide additional data on how the agencies are thinking about vertical overlaps.
    • Staples/Essendant: describe facts, key takeaways
      • The acquisition was cleared with a behavioral remedy—a firewall to limit Staples’ access to commercially sensitive information of Essendant’s office supply customers, which compete with Staples. Case reveals meaningful split along party lines amongst FTC Commissioners on the proper approach to vertical merger enforcement.  Democratic Commissioners Chopra and Slaughter dissented, arguing that majority’s remedy did not go far enough.
    • Fresenius/NxStage: describe facts, key takeaways
      • Again splitting along party lines, the FTC Commissioners voted to approve the merger subject to a structural remedy to alleviate horizontal concerns.  Majority declared the vertical aspects of the transaction procompetitive but both democratic Commissioners dissented, expressing concern that no remedy was imposed to address what they viewed as problematic vertical issues.
  • Practical Tips and What Lies Ahead
    • Fair amount of unpredictability about how the agencies will treat vertical mergers at the moment, but there are indicators that the agencies may provide greater clarity to the market in the near term.
    • Most reason for caution when contemplating a vertical merger where at least one of implicated markets has an oligopoly structure. Vertical deals are least likely to run into problems when both markets are unconcentrated.
    • Be prepared to articulate the procompetitive benefits of the vertical relationship, don’t expect agencies to take these as a given.
    • Under a new administration we could see different outcomes.

Date & Time:

Tuesday, February 04, 2020

12:00 pm to 1:00 pm (ET)

Materials:

Download Course Materials

Who Should Attend:

  • Antitrust Lawyers
  • Corporate Lawyers
  • Mergers and Acquisitions Lawyers and Consultants
  • Business Executives
  • Risk and Compliance Officers
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SPEAKERS

Kivanç KirgizVice President
Cornerstone Research
Sophia VandergriftSpecial Counsel
Sullivan & Cromwell LLP

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