The Antitrust Merger Hot Documents Collection

Introduction

Overview Curated by Dechert’s antitrust practice, this comprehensive collection of real-world documents highlights issues that have caused deals unwanted attention from government authorities. This is intended to help develop pro-competitive, fact-based deal themes and to spot hot content that may need to be analyzed or explained. Inclusion in the collection does not necessarily mean that the document supported the government’s case to block a merger. Additional context, explanation, or documents often provide more probative evidence and can rebut use of isolated statements in documents. The Importance of Deal Documents Antitrust agencies give the most weight to deal materials because they reflect senior leadership’s views on the core question: whether the merger may harm consumers. The FTC has shown that “hot documents”—those predicting adverse price or non price harms— can drive enforcement decisions (Horizontal Merger Investigation Data, Jan. 2013). Because deal documents are produced by small teams over a short window, counsel can shape fact based, pro- competitive themes grounded in commercial realities. Ordinary course materials are diffuse and harder to manage, making disciplined deal document drafting a key lever in merger outcomes.

Using Real-World Illustrations to Counsel This roadmap organizes the deal documents by types of common analyses: (a) describing the combined firm; (b) describing the seller; (c) deal rationale; (d) pricing; (e) synergies and valuation; and (f) antitrust risk. As you consider which slides to use, you should keep the following in mind:  Audience: Tailor content to counsel, senior management, or bankers.  Timing: The timing of the counseling or training – pre-signing, post-signing, or part of the integration planning process – may impact the nature of the guidance. Early preparation is often the best preventive medicine.  Themes: Emphasize genuine, pro-competitive deal themes aligned with commercial realities to shape internal and external communications effectively.