Our Curious Amalgam

The implications of a merger are measured against the situation without the transaction going ahead. But what happens when the business being taken over is in difficulties? Courtney Dyer of O'Melveny & Myers in Washington, DC and Nicholas Levy of Cleary Gottlieb in London join Matthew Hall and John Roberti to discuss the application of the merger control rules to failing firms, including the impact of the coronavirus pandemic. Listen to this episode to learn more about the failing firm "defense" in merger control in the U.S., EU, UK and elsewhere. Related Links: Summary of UK CMA’s position on mergers involving ‘failing firms’ (April 2020) UK CMA investigation of Amazon's investment in Deliveroo (2020) EU Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of concentrations between undertakings (2004) U.S. DoJ and FTC horizontal merger guidelines (2010) Hosted by: Matthew Hall, Partner, McGuireWoods London LLP and John Roberti, Partner, Allen & Overy LLP

Private litigation over consummated merger is interesting, as such suits are rare and consummated deals are harder to challenge, as a common saying goes— you can't unscramble a scrambled egg. But have some recent developments found a new way for private litigants to challenge? Jack Martin, leading litigator in relevant cases, joins Anora Wang and John Roberti to discuss the statutes of limitations, remedy, standing, agency (in)action, and advocacy in front of a judge or a jury. Listen to this episode to learn about some lesser-known aspects of private litigation challenging consummated merger. Related Links: Brief for the United States of America as Amicus Curiae in Support of Appellee Steves and Sons, Inc. (August 23, 2019) (Steves & Sons, Inc. v. JELD-WEN, Inc) Hosted by: John Roberti, Partner, Allen & Overy LLP and Anora Wang, Associate, Winston & Strawn LLP

Rules on foreign direct investment (FDI) around the world are continually being tightened. Why is this happening, what are the new restrictions and how can companies and their advisers navigate through these rocks? Lisa Wright of Slaughter and May in London and Cal Goldman of Goodmans in Toronto join Matthew Hall and John Roberti to discuss the evolving FDI landscape in the EU, UK, Canada and elsewhere. Listen to this episode to learn more about the increasingly important area of FDI controls and how to manage the process. Related Links: European Commission WHITE PAPER on leveling the playing field as regards foreign subsidies (June 2020) European Commission guidance on FDI and free movement of capital ahead of the FDI Screening Regulation (March 2020) Regulation(EU) 2019/452 of the European Parliament and of the Council (FDI Screening Regulation) (March 2019) UK BEIS guidance on Changes to the public interest grounds for intervention in merger cases (June 2020) UK BEIS guidance on Changes to Turnover and Share of Supply Tests for Mergers (June 2018) Hosted by: John Roberti, partner, Allen & Overy LLP and Matthew Hall, partner, McGuireWoods London LLP

Merger trials are always fascinating, and Sprint-T-Mobile was a particularly interesting and important case. How did the merging parties rebut the Government's case and convince the district court to allow the merger to proceed? Two lawyers who played a key part in engineering the defense, George Cary and Lindy Bernhardt from Cleary Gottlieb, join hosts John Roberti and Sergei Zaslavsky to provide an insider's view of this merger defense. Listen to this episode to learn about how to defend a merger when the Government has the structural presumption on its side. Related Links: Sprint - T-Mobile merger district court opinion Hosted by: John Roberti, Partner, Allen & Overy and Sergei Zaslavsky, Counsel, O'Melveny & Myers

Developing leadership skills is critical to success in the workplace and various social settings. But how does a person or an organization cultivate effective leadership? Michelle Ray, author, educator and keynote speaker on personal and organizational leadership, joins Ricardo Woolery and John Roberti to discuss developing the leadership skills to overcome indecision, motivate others to achieve collective goals and navigate professional relationships in the modern workplace. Listen to this episode to learn more about how good leaders motivate themselves and others, recover from mistakes, and how businesses choose effective leaders and get the best out of their employees. Related Links: Michelle Ray, Lead Yourself First! Indispensable Lessons in Business and in Life Michelle Ray's website LinkedIn, 50 Great Leadership Development Resources for Self-directed Learning Hosted by: John Roberti, Allen & Overy LLP and Ricardo Woolery, Skadden, Arps, Slate, Meagher & Flom LLP

States play an important role in enforcing the antitrust laws in the United States. How do they work together among themselves and with federal antitrust agencies? How does the National Association of Attorneys General (NAAG) lead or facilitate relevant efforts? Sarah Oxenham Allen, Chair of the NAAG’s Antitrust Task Force, and a Senior Assistant Attorney General and Antitrust Unit Manager with the Virginia AG’s office, joins John Roberti and Anora Wang, for a discussion on the federal-state inter-agency work for antitrust enforcement. Listen to this podcast to learn more about how more than 50 antitrust enforcers in the United States work together to try to develop a coherent enforcement policy. Related Links: NAAG's Antitrust Committee Hosted by: John Roberti, Allen & Overy LLP and Anora Wang, Winston & Strawn LLP

Climate change is one of the most pressing issues facing the world and responses are needed. Is antitrust/competition law part of the problem or can it be part of the solution as companies and governments react? Emma Cochrane of law firm Linklaters in London joins Matthew Hall and John Roberti to discuss the application of EU and UK competition, merger control and State aid law to climate change both now and in the future. Listen to this episode to learn more about the role that competition law may play in driving measures to slow climate change. Related Links: Episode 16 of Our Curious Amalgam, considering the issue under US law Article on law and social responsibility from New York Law Journal Article on Climate Change, Sustainability and Competition Speech by European Commissioner for Competition Margrethe Vestager Hosted by: Matthew Hall, McGuireWoods London LLP, London, UK and John Roberti, Allen & Overy, Washington, D.C.

Digital platforms host more and more of our daily activities. Many are free and seem to cost nothing other than the users’ attention. How do we understand the economics of the “free” and its antitrust implications? Prof. John Yun, Director of Economic Education at the Global Antitrust Institute (GAI) at George Mason University, joins John Roberti and Anora Wang, for a discussion on concepts including “disutility,” “diversion ratio,” “attention market,” and “contestable market,” all put in layman’s terms. Listen to this podcast to learn more about the price of something in our daily lives that appears to be free. Related Links: The Global Antitrust Institute (GAI) at George Mason University Hosted by: John Roberti, Allen & Overy LLP and Anora Wang, Winston & Strawn LLP

This special episode is the audio of a program that ran during the ABA Antitrust Section’s popular Virtual Spring Meeting April 20-May 1, 2020 – enjoy! Lawyers, economists, and regulators have continued to weigh in on the extent to which institutional investors’ holdings of minority interests in multiple competitors raise competition issues. Our panelists will discuss whether (and if so, when) such holdings actually raise potential antitrust issues and whether any such issues can be addressed by existing law. SESSION CHAIR Amanda NORTON, Sidley Austin LLP, Washington, DC MODERATOR Amanda L. WAIT, Norton Rose Fulbright US LLP, Washington, DC SPEAKERS Andrew C. FINCH, Paul Weiss LLP, Washington, DC The Honorable Douglas H. GINSBURG, Senior Circuit Judge, U.S. Court of Appeals for the District of Columbia Circuit, Washington, DC Fiona M. SCOTT MORTON, Yale University, New Haven, CT Edith RAMIREZ, Hogan Lovells US LLP, Washington, DC

This special episode is the audio of a program that ran during the ABA Antitrust Section’s popular Virtual Spring Meeting April 20-May 1, 2020 – enjoy! From record fines to novel theories of harm, the FTC has pursued vigorous consumer protection enforcement under Chairman Simons. This panel will discuss recent FTC enforcement and priorities, including impacts, if any, of COVID-19 on enforcement priorities, as well as in the areas of privacy, data security, marketing, advertising, and fintech, consider whether FTC enforcement has expanded in reach, and implications for future CP enforcement. SESSION CHAIR/MODERATOR Kay Lynn BRUMBAUGH, Chief Legal Officer & Secretary, GIACT Systems LLP, Dallas, TX SPEAKERS Terrell MCSWEENY, Covington & Burling LLP, Washington, DC Christie THOMPSON, Kelley Drye & Warren LLP, Washington, DC Serena VISWANATHAN, Acting Deputy Director, Bureau of Consumer Protection, Federal Trade Commission, Washington, DC Thomas F. ZYCH, Thompson Hine LLP, Cleveland, OH