Practice Areas & Industries: Buchanan Ingersoll & Rooney PC

Practice/Industry Group Overview

Buchanan Ingersoll & Rooney's Antitrust and Trade Regulation Group provides comprehensive legal services that help domestic and international corporations and associations achieve their business goals in the United States. We represent clients in nearly all types of antitrust matters, from antitrust issues in a merger or acquisition, to government and regulatory investigations, to complex antitrust jury trials with millions of dollars at stake.

Our clients include some of the most well-respected and significant health care, pharmaceutical, biotechnology, chemical, manufacturing, high-tech, telecommunications and retail companies in the country. On behalf of these clients, we have successfully litigated or resolved matters dealing with price-fixing, mergers and acquisitions, distribution, exclusive dealings and other antitrust and trade regulation issues. We have also helped foreign companies successfully navigate U.S. federal and state antitrust laws.

Services Available

We handle antitrust matters in many specialized contexts and advise clients in regulated industries -- such as health care, pharmaceuticals, transportation, petroleum and petrochemicals, telecommunications, insurance, liquor, banking and energy -- about the legal and regulatory ramifications of various business decisions. Within these and other regulated and non-regulated industries, we provide comprehensive services such as:

• Handling civil and criminal antitrust litigation matters, including jury trials and class actions.
• Negotiating with government agencies as part of investigative proceedings.
• Structuring transactions to minimize antitrust issues.
• Establishing antitrust compliance programs and providing ongoing counseling.
• Handling the antitrust issues associated with licensing, joint technology agreements and IP contracts.

With antitrust lawyers in our major offices, we are well positioned to handle our clients' antitrust litigation and transactional needs almost anywhere in the world.

Litigation

As seasoned trial attorneys, we take an aggressive but strategic approach to handling complex class action and individual litigant antitrust cases. From the beginning of the discovery phase, our intention is to take the case to trial, if necessary. This approach has enabled us to secure favorable jury and non-jury decisions for our clients, including one of the largest jury verdicts in the country, and the largest in Pennsylvania at the time, in a federal antitrust case involving the electronic article surveillance industry. We have also litigated national class action conspiracy lawsuits brought by direct and indirect purchasers, as well as cases involving sophisticated antitrust issues such as antitrust injury and standing and issues that arise from the interface between antitrust and patent law. In addition, we have experience litigating claims by terminated dealers, distributors and sales agents.

Some representative matters our attorneys have handled include:

• Successfully defending a $13 million antitrust case in federal court on behalf of a leading innovator in foot care technology. The case raised claims of false advertising, consumer fraud and violation of Texas and federal antitrust laws.
• Serving as national coordinating defense counsel to a retail client in connection with many antitrust and fair dealing claims relating to terminated dealers/distributors.
• Successfully defending major oil companies in trade regulation cases arising out of federal and state false advertising and consumer fraud statutes, as well as the Petroleum Marketing Practices Act.
• Representing a leading international chemical manufacturing company in defense of civil antitrust class action cases and a direct purchaser case filed in federal and state courts alleging price-fixing and customer and market allocation in connection with the sale of plastics additives.
• Obtaining judgment for 19 independent physicians and a hospital on Noerr-Pennington immunity grounds and having the decision affirmed at the circuit court and supreme court levels.
• Defeating an $11 billion antitrust class action lawsuit against a pharmaceutical wholesaler, as well as 100 opt-out lawsuits, in an 11-week jury trial in federal court in Chicago, three summary judgment motions and three separate appeals to the Seventh Circuit.

Government Investigations

Our multidisciplinary team is experienced in navigating the intricacies of government investigations. We frequently represent clients before the United States Department of Justice (DOJ), the Federal Trade Commission (FTC), state attorneys general and various other federal and state regulatory agencies. In addition to representing clients facing antitrust or unfair trade practices allegations, we counsel individual clients who are subpoenaed to testify as third-party witnesses, as well as clients with an interest in such investigations.

Working in conjunction with our White-Collar Defense and Investigations attorneys, we have handled both the civil and criminal aspects of government investigations. We understand the relationship between investigations and parallel or subsequent criminal or civil proceedings and have successfully represented companies in indictments or civil complaints resulting from government investigations. In addition, we have conducted internal investigations and advised clients with respect to compliance with antitrust regulations, as well as other state and federal laws governing business and commerce. Our experience spans a range of investigative matters and includes:

• Successfully defending a Pennsylvania agricultural association against a DOJ antitrust investigation that resulted in a negotiated consent decree with no finding or admission of liability and representing the client in a series of subsequent civil antitrust suits alleging unfair pricing.
• Successfully concluding two FTC investigations, one into price-fixing and one into claimed monopolization, for a global specialty generic pharmaceutical company.
• Representing a British specialty chemical manufacturing company in connection with a DOJ investigation into price-fixing, with regard to the salaries paid to chemical engineers, arising out of participation in trade association activities.
• Representing an orthopedic surgeon group in an FTC investigation of an alleged physician boycott as well as a civil action against a national physician's union.
• Petitioning the Federal Energy Regulation Commission for review changes based on a client's competitive concerns.

In today's global marketplace, international companies regularly confront the complication of dealing with U.S. government agencies. Federal antitrust enforcement agencies and private litigators have been increasingly targeting the pharmaceuticals and chemical manufacturing industries for alleged Section 1 and Section 2 violations of the Sherman Act, such as market and customer allocations, price-fixing and the like. In one such case, we represented a leading national pharmaceutical wholesaler as a significant subject of absent class member, non-party discovery in a host of branded-to-generic pharmaceutical cases. Our antitrust assistance has also included advising clients on distribution, licensing, noncompetes and exclusivity issues.

Mergers, Acquisitions and Affiliations

Working in conjunction with our team of Corporate, Intellectual Property and Health Care attorneys, our Antitrust and Trade Regulation Group has significant experience handling the range of issues that arise out of mergers and acquisitions, joint ventures, collaborations and other forms of affiliation, as well as industry consolidations. In the last five years, we have represented hundreds of public and private companies in mergers, acquisitions and joint ventures with an aggregate value of billions of dollars.

Some representative matters include:

• Obtaining FTC antitrust clearance on an expedited basis for the combination of two large retail sporting goods chains in the U.S.
• Negotiating, before it was recognized as a viable concept, a hold-harmless agreement for post-transaction antitrust challenges in an acquisition context that shifted the expense after closing to the acquirer.
• Preparing Hart-Scott-Rodino filings and providing antitrust counseling that facilitated the successful closing of the largest cookware company transaction in North America.
• Successfully resolving FTC and attorney general investigations of the acquisition of petroleum terminals in Pennsylvania, thereby enabling the acquisition to close.
• Negotiating a consent decree with the Pennsylvania attorney general that permitted the largest health care provider in an economically depressed part of West Central Pennsylvania to acquire a competitor and begin to restore economic vibrancy to the region.
• Representing an FTC-appointed trustee on antitrust and contracting issues in connection with a mandated biomedical and pharmaceutical technology transfer stemming from the merger of two pharmaceutical companies.

As a result of our relationship with clients, we often become an integral part of their businesses. For example, over a four-year period, we successfully handled antitrust issues arising out of the sale of various divisions of a leading global fine and specialty chemicals company, including assisting the client with Hart-Scott-Rodino filings and attendant government investigations.

Counseling and Compliance Programs

We also provide ongoing advice to our clients about pricing, distribution and antitrust compliance issues. For example, we have provided:

• Ongoing antitrust counseling to religious and non-religiously affiliated health systems, physicians practices and medical societies.
• Antitrust and structural advice with regard to one of the first attempted business-to-business e-commerce solutions for the highly fragmented metals industry.
• Compliance and distribution counseling to a construction materials company that has multiplied its sales ten-fold in the last five years.
• Antitrust compliance programs for national purchasing cooperatives in the home products and publishing industries.
• Ongoing antitrust counseling with regard to pricing, distribution and product development for a leading global supplier of tooling, engineered components and advanced materials.
• Ongoing antitrust compliance counseling for a foreign-based, multinational dairy ingredient company.

We also help trade associations and individual association members navigate the antitrust constraints related to meetings, exchanges, certification programs and other trade association activities including lobbying.

How We Can Assist You

Our Antitrust and Trade Regulation Group can help companies vigorously defend against criminal investigations and suits and civil antitrust class actions and single party lawsuits avoid, mitigate or enlist government intervention successfully negotiate the antitrust issues arising out of mergers, acquisitions or joint ventures and appropriately protect or gain market position.