Charles (Rick) Rule, the head of the firm's Antitrust Group, co-chair of the firm's Litigation Department, Managing Partner of the Washington office, and a member of the firm's Management Committee, focuses his practice on providing U.S. and international antitrust advice to major corporations in connection with “bet your company” matters, particularly high-profile mergers, acquisitions, and joint ventures. He also represents corporate clients in connection with civil and grand jury investigations by the U.S. Department of Justice, the Federal Trade Commission, and the European Commission and in private and governmental litigation both at the trial and appellate levels.
Among his clients are Microsoft Corporation; ExxonMobil; US Airways Inc.; Celanese Corporation; Northrop Grumman Corporation; Goldman, Sachs & Co.; Morgan Stanley; Dexia; the National Basketball Association; the National Football League; TradeWeb, Inc.; Bacardi & Company Ltd.; Eli Lilly & Company, and Goodyear Tire and Rubber Co.
Acknowledged as one of the world's leading antitrust lawyers, Rick is regularly listed in recognized legal rankings, including:
•Chambers USA: America's Leading Lawyers for Business
•Chambers Global: The World's Leading Lawyers For Business
•The Legal 500 US
•The Best Lawyers in America
•Global Competition Review
•Financial Times US Innovative Lawyers Report, where he was named a top legal innovator for his work on behalf of Microsoft Corporation
•The Legal Times
•Law Dragon 500
•Who's Who in America; Who's Who in the East; Who's Who in American Law; and Who's Who in Competition Law
Rick has played a lead role in the antitrust clearance of some of the highest-profile mergers in recent years. For example, he represented US Airways in its merger with America West in 2006 and American Airlines in 2013; he advised AB InBev in connection with its acquisition of Modelo; Microsoft in its acquisition of Nokia's handset business and of Skype; Pfizer in its acquisition of Wyeth; MGM-Mirage in its acquisition of Mandalay Bay; and Exxon in its acquisition of Mobil.
Rick was also a key member of the team that negotiated on behalf of Microsoft a conclusion to the historic antitrust lawsuit that the Justice Department and a number of states pursued against the company.
Rick has represented numerous corporations and individuals in connection with civil and criminal grand jury investigations by the Department of Justice and other enforcement agencies involving allegations of price-fixing, market allocation, bid-rigging, and other criminal conduct on a national or global scale. Based on his former government experience and his ongoing professional interactions with senior government officials at the antitrust agencies, Rick advises clients in effective strategies in protecting their interests throughout the investigation process. In several cases, he has been hired to replace original counsel and helped the company/individual avoid indictment and, in many cases, avoid the need for even a plea agreement or amnesty application. Rick has also been retained as an expert witness concerning the government's criminal antitrust enforcement and its leniency program.
He has also handled major civil and criminal litigation and argued numerous times in court on behalf of clients such as Microsoft, US Airways, a television network and its affiliates, and the Pasha Group, Kentucky Speedway, Dexia, Morgan Stanley, and Fair Isaac Corporation. While in government, he argued on behalf of the United States in several appeals and before the U.S. Supreme Court in Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (1986).
Rick is at the forefront of antitrust and is uniquely capable of advising clients on the antitrust regulatory environment affecting the way they do business globally. As agencies and rules evolve, he assists clients in understanding the new legal framework, assessing the legal risk and rewards associated with a range of competitive strategies, and working with government bodies to take advantage of, and insure appropriate compliance with, the regulations governing the client's chosen strategy. He has unique experience in counseling on antitrust and competition matters for multinational clients operating in China and guiding companies in complying with China's foreign antitrust laws as they expand into Asia.
He began his career as William Baxter's special assistant in the Antitrust Division of the Justice Department. He served as acting head of the Division for part of 1985 and was permanently appointed to the position in late 1986, becoming the youngest person ever to be confirmed by the Senate as Assistant Attorney General in charge of the Antitrust Division. In 1988, in recognition of his exemplary performance, he received the Edmund J. Randolph Award from the Justice Department. Following his departure from the Justice Department in 1989, Rick was a partner and head of the antitrust practice at a leading Washington, D.C. law firm, and subsequently became the head of the global antitrust practice of another major New York firm.
Rick is a frequent author and lecturer on antitrust and regulatory topics, and he has participated in numerous conferences, workshops, and programs on issues of merger enforcement and trade regulation. Recently, he has published articles in the application of antitrust rules to Google in, for example, the Wall Street Journal and U.S. News & World Report. Rick also has served as a Distinguished Adjunct Professor of Law at American University's Washington College of Law. He was the inaugural chair of the Corporations, Securities and Antitrust Practice Group of the Federalist Society and served as Chair of the Economics Committee of the American Bar Association's Antitrust Section. He is an emeritus member of the advisory board of BNA's Antitrust & Trade Regulation Report, the Washington Legal Foundation, and the Landmark Legal Foundation. He is a member of the Board of Directors of the Children's Law Center and previously has served on the Visiting Committee of the University of Chicago Law School.
Rick received his J.D. from the University of Chicago Law School and his B.A., summa cum laude, from Vanderbilt University. Following law school, he served as a law clerk for Chief Judge Daniel M. Friedman of the former U.S. Court of Claims (now the Court of Appeals for the Federal Circuit). He is admitted to the bar in the District of Columbia.
Recent representations include:
•In connection with its acquisition of Nokia's handset business.
•In its role in the acquisition of more than 6, 000 patents from Nortel.
•In its purchase from AOL of more than 800 patents and related patent applications as well as a non-exclusive license to AOL's retained patent portfolio for $1.1 billion, and in the subsequent assignment of a significant portion of those IP assets to Facebook Inc. for $550 million.
•In connection with its $8.5 billion acquisition of Skype, the company's largest acquisition to date, which was recognized as 2012 Merger Control Matter of the Year - Europe by Global Competition Review.
•In connection with its acquisition of Yahoo!'s search business and subsequent partnership agreement with Yahoo!.
•In connection with the sale of its online advertising agency Razorfish to Publicis Groupe for $530 million and Microsoft's 5-year strategic alliance agreement with Publicis Groupe.
•As lead antitrust counsel in a number of other transactions over the last ten years.
•In its high-profile merger with American Airlines, subsequent litigation, and settlement with the Department of Justice.
•In its 2009 agreement with Delta Air Lines to swap slots at New York LaGuardia and Reagan National airports.
•In its efforts to acquire Delta out of bankruptcy.
•In its merger with America West Airways.
•In its proposed merger in 2000 with United Airlines.
•In connection with British Airways' investment in US Airways in the early 1990s, and in connection with US Airways' successful efforts to force BA to divest that interest.
•Pershing Square Capital Management in its acquisition of a 7.5% stake in Mondelez International, Inc.
•Antitrust counsel to Cigna in connection with its $54 billion merger with Anthem Health.
•AB InBev in connection with the acquisition of the remainder of Modelo in 2012-13.
•The U.S. Treasury in connection with the bailout of General Motors and Chrysler.
•Exxon Corporation in its successful merger with Mobil Oil Corporation.
•Pfizer in its acquisition of Wyeth in a $68 billion cash and stock transaction that created one of the world's most diversified companies in the global health care industry.
•Vertis Holdings, Inc., in its acquisition by QuadGraphics.
•MGM Mirage in its acquisition of Mandalay Resort Group.
•Monsanto's acquisition of Delta and Pine Land Company where antitrust merger clearance was achieved via consent decree following an investigation by the Antitrust Division of the DOJ, which sought to challenge the same transaction in the late 1990s.
•Island ECN in its merger with Instinet.
•Northrop Grumman in its acquisition of Newport News.
•WorldCom Inc. in its attempted acquisition of Sprint Corporation.
•NYNEX in its merger with Bell Atlantic to create Verizon Communications.
•Celanese Corporation in connection with various acquisitions and divestitures.
•Eli Lilly & Company and its subsidiaries in connection with a variety of acquisitions and licensing transactions on multiple matters.
•United States v. US Airways Group, Inc. and AMR Corporation. Represented US Airways in the settlement of the suit brought by the U.S. Department of Justice and seven state attorneys general under antitrust laws to block the company's high-profile merger with American Airlines.
•United States v. Microsoft Corp. Led the team for Microsoft that settled the landmark antitrust suit brought by the U.S. Department of Justice and twenty state attorneys general under alleging antitrust violations under Sections 1 and 2 of the Sherman Act.
•The Royal Bank of Scotland in In re Credit Default Swaps Antitrust Litig., MDL No. 2476M, defending the bank against class allegations under Sections 1 and 2 of the Sherman Act.
•AK Steel Holding Corporation in an antitrust class action litigation alleging an industry-wide conspiracy to restrict the output of steel.
•The Fair Isaac Corporation as lead antitrust counsel in an action in the U.S. District Court for the District of Minnesota against the three national credit bureaus, Equifax, Experian, and Trans Union, and their joint venture VantageScore.
•Financial Security Assurance, Inc. and Financial Security Assurance Holdings, Ltd. in multidistrict class action litigation alleging antitrust violations in the municipal derivatives industry.
•Morgan Stanley in antitrust class action relating to auction rate securities.
•US Airways in a federal civil antitrust lawsuit against Sabre Holdings Corp., to halt anticompetitive and anti-consumer practices, including engaging in a pattern of exclusionary conduct to shut out competition, protect its monopoly pricing power, and maintain its technologically-obsolete business model.
•Argued before the U.S. Supreme Court on behalf of United States Department of Justice, as amicus curiae, in Matsushita Electric Industrial Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574 (1986).
Grand Jury Investigations
•Currently representing a European financial institution with subsidiaries in the United States that are under investigation by the Antitrust Division and several State Attorneys General for alleged bid-rigging and market allocation in financial markets related to municipal guaranteed investment contracts.
•Currently representing major corporations or senior executives in six other antitrust grand jury investigations, including Libor.
•Represented a major national air carrier implicated in DOJ's air cargo investigation; carrier was not indicted and did not plead.
•Defended a major petro-chemical corporation in connection with alleged price-fixing in the chemical industry. Although other competitors were forced to plead guilty, our client was not and its identity was never disclosed.
•Represented a major logistics company in a bid-rigging investigation. Negotiated a conditional plea agreement without any executives being charged.
•Represented the only major multinational corporation involved in the DOJ's investigation of the marine hose industry that was not indicted and did not plead to any violation.
News & Resources
• Cadwalader Recognized with Two Awards at The 7th Annual Americas M&A Atlas Awards Nov 04, 2015
• China Shows Regulatory Heft by Sinking Shipping Deal Jun 17, 2014
• Cadwalader Recognized Among Leaders in 2016 Benchmark Litigation Rankings Oct 20, 2015
Clients & Friends Memos
• What you need to know about Hong Kong Competition Law (Part 6) - Practical Compliance with the Competition Ordinance Nov 25, 2015
• Chambers Legal Practice Guide: Merger Control
An ever-increasing number of jurisdictions are adopting or amending their existing merger control regimes. As a result, complexity, uncertainty and burdens for multinational merging parties are also on the rise. Navigating the patchwork of rules and requirements of merger control regimes around the world can increase cost and cause delays, both of which are of the utmost concern to many parties in the current uncertain economic and financial climate. Uncertainty may be compounded as new and untested regimes come online, non-competition concerns find their way into merger control reviews and experienced regulators change - or claim to change - their substantive analytical frameworks. Published by Chambers & Partners, Charles (Rick) Rule and Jonathan Kanter authored the chapter analyzing merger enforcement in the USA.
• Merger Control in the United States: Lexology Navigator Q&A Jul 03, 2015
• The New EU Competition Commissioner Sep 15, 2014
• Quorum: February 2015 V3N1 Feb 11, 2015
• The New EU Competition Commissioner - Margrethe Vestager Sep 15, 2014
Hon. Daniel M. Friedman
U.S. Court of Appeals for the Federal Circuit