Practice Areas & Industries: Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

Practice/Industry Group Overview

Early Issue Identification.
In-Depth Counseling.
Strong Litigation Team.

With its base in Washington, D.C., the Baker Donelson Antitrust group successfully guides business clients through this highly regulated arena.

In an age of ever-increasing corporate scrutiny and investigation, proper legal representation can mean the difference between closing the deal and closing the doors. Baker Donelson's Antitrust Group, based principally in Washington, D.C., provides clients access to resources spanning the entire south central United States. The Group includes experienced counsel in our New Orleans, Birmingham, Jackson, Atlanta, Memphis and Nashville offices, many of which are in plaintiff-friendly jurisdictions. From public policy and compliance counseling to litigation, the Antitrust Group provides in-depth knowledge and experience across all industries. Robert Hauberg heads the antitrust practice in Washington, D.C.

Services Available

Antitrust Counseling

Our attorneys counsel and advise clients on antitrust issues in connection with mergers, acquisitions, joint ventures, contracts, intellectual property and compliance. We work with clients to find pragmatic solutions to potential antitrust issues and work to reduce the risks involved in the competitive marketplace. Attorneys counsel clients on the following issues:

• Identifying potential antitrust issues
• Establishing business strategies
• Responding to dealer/franchisee/customer correspondence and complaints
• Advising on contracts and collaboration with competitors
• Evaluating the risks involved in a lawsuit
• Presenting antitrust compliance programs with appropriate written materials for individual clients and trade groups
• Conducting corporate audits and internal investigations
• Securing antitrust clearance of transactions under agency review
• Advising on Hart-Scott-Rodino compliance
• Analyzing competition for markets/products
• Preserving and licensing intellectual property
• Complying with current antitrust standards

Antitrust Litigation

Baker Donelson's experienced antitrust lawyers work to provide cost-effective representation in both governmental and private litigation. We represent clients in civil and criminal antitrust litigation matters at the federal and state levels. Alternative dispute resolution methods are utilized in appropriate situations. Areas of representation include the following:

• Horizontal and vertical price fixing
• Territorial or customer allocations
• Non-competition clauses
• Intellectual property licensing
• Actual and attempted monopolization
• Illegal tying
• Benchmarking
• Unilateral and concerted refusals to deal
• Joint-venture analysis
• Justice Department and FTC investigations
• Amnesty, immunity and plea bargaining
• Direct/indirect purchaser class actions
• Settlement negotiations and divestitures

Representative Matters

Criminal

• Represented corporation in grand jury investigation of price-fixing in catfish industry and related multi-district federal and state court civil suits. No indictment resulted. Class actions, involving claims of approximately $400 million, settled.
• Represented executive in grand jury investigation of price-fixing in dairy industry. No indictment resulted.
• Represented contractor in grand jury investigation of road building industry price-fixing. Matter resolved.
• Represented sales manager in New Jersey federal antitrust grand jury investigation of roofing industry price-fixing. Immunity granted.
• Represented executive in Florida federal grand jury investigation of door industry price-fixing. Immunity granted.
• Represented executive in Antitrust Division investigation of international chemical price-fixing violations. Immunity granted.
• Represented defendants in State Attorney General prosecutions of price fixing in dairy, automobile body shop and mental health industries.
• Represented oil distributor in three-week federal price-fixing trial resulting in hung jury. Subsequently changed plea to nolo contendere.
• Represented executives of glass manufacturer before federal grand jury in Texas investigating price-fixing and market allocation.
• Represented liquor retailer in investigation and settlement of price-fixing allegations by Tennessee Attorney General.
• Represented director and officer of bedding company in Illinois grand jury investigation of market allocation and criminal contempt for violation of consent decree.

Mergers and Acquisitions

• Negotiated clearances for acquiring or merging financial institutions with Antitrust Division and regulatory agencies.
• Petitioned United States Department of Justice as well as European Commission regarding the anticompetitive effects of the proposed merger between GE and Honeywell.
• Represented competitor in presentation to Antitrust Division opposing Waste Management merger and divestiture plan.
• Advised west coast manufacturer on acquisition of division of Chinese company.
• Advised Canadian company on acquisition of American water heater company.
• Responded to second requests and civil investigative demands from agencies.

Civil

• Represented numerous clients in litigation over covenants not to compete.
• Represented franchisees in class action against franchisor for tying relating to mandatory purchase or lease of equipment. Obtained injunction barring termination of franchisees who failed quality inspections.
• Represented companies in Robinson-Patman cases. Obtained multi-million dollar counterclaim judgment based on fictitious distributor rebates.
• Represented equipment manufacturer in suit alleging antitrust violation in regulation of dealers.
• Assisted in negotiation of global settlement agreement resolving federal bid-rigging claims against dairy farm in 14 states and Puerto Rico.
• Defended pharmaceutical manufacturer against claims of monopolization of OxyContin through court-invalidated patent.
• Represented engine parts manufacturer regarding bid protests and claims of exclusive dealing and attempted monopolization of helicopter engine parts market.
• Negotiated and obtained acquisition and cross-licensing agreements in patent litigation.
• Represented telecommunications company against charges of violating Telecommunications Act and monopolization of wireless services market.
• Represented chemical and vitamin supplement manufacturers and executives in lawsuits in both Tennessee and Mississippi alleging price-fixing of vitamins, chemicals and bromides.
• Represented two Louisiana hospitals regarding claims of attempted monopolization of private health care financing market.
• Represented financial services corporation in litigation involving violations of the Sherman Act and purported manipulation of the world gold market.
• Defended corporation against claims of price-fixing in electricity supply market.
• Represented natural resources corporation in state court litigation and before the Public Service Commission against claims of excessive utility rates in natural gas.
• Defended transportation company in litigation surrounding alleged monopolization of shipping lanes through the transport of tropical oils from Asia to storage facilities along the Mississippi River.
• Sought consent decree modification for sports equipment manufacturer.
• Obtained summary judgment for veterinary supply company against charges of failure to follow its pricing policy including distributor terminations and coercive pricing policy enforcement activities.
• Litigated and defeated preliminary injunction to restrain acquisition of physician group by hospital.

Contracts and Compliance

• Advised anesthesiology group regarding merger and collective negotiations.
• Provided technology company comprehensive analysis of Sherman Act and prepared joint purchasing agreement.
• Developed proposed resale pricing policy and promotional allowance program.
• Worked with client to develop and prepare antitrust handbooks, guidelines, checklists and compliance programs.
• Advised on potential interlocks among directors of transportation companies.