Antitrust and Competition

Davis Polk & Wardwell LLP’s antitrust practice combines broad experience in complex corporate transactions with a sophisticated litigation practice. Our Antitrust and Competition Group consists of over 40 lawyers (including several lawyers ranked by Chambers) who advise clients on diverse matters raising antitrust concerns, including:

  • Class Actions
  • Criminal and Administrative Investigations 
  • Enforcement Actions 
  • Civil Cartel Litigation 
  • Mergers and Acquisitions
  • Intellectual Property Licensing 
  • Joint Ventures 
  • Standard Setting 
  • Compliance

Companies from around the world, as well as their executives and directors, retain our lawyers for their most significant antitrust matters. Our lawyers can bring to bear substantial government experience on all manner of enforcement actions. We frequently act as coordinating counsel for large defense groups where we have taken the lead in developing and advancing arguments, not only on behalf of our own clients, but also on behalf of large groups of firm. In M&A matters, we have successfully obtained antitrust agency approval in numerous significant recent mergers and joint venture transactions. 

We consistently guide our clients through the biggest transactions, high-profile investigations and high-stakes litigations in a broad range of industries.

  • We are heavily involved with the widely reported investigations and parallel civil litigation into alleged market collusion, including benchmark (FX, LIBOR, SIBOR, and ISDAfix), credit default swaps, interest rate swaps and treasury market  manipulations.
  • We act as defense counsel in one of the largest antitrust class actions in the world involving claims of price-fixing of LCD panels.
  • Since 2015, we have advised on announced deals whose combined total value exceeds $350 billion.

Recognition

Chambers USA and Benchmark Litigation – Antitrust, Band 1

Legal 500 U.S. – Antitrust Merger Control, Band 1

GCR – "Global Elite,"  2016

Law360 – “Competition Group of the Year,” 2012, 2014, 2015 and 2016

Chambers USA:

    • Davis Polk is a "[h]igh-quality firm with significant hubs on both coasts, capable of undertaking the full range of antitrust work. Excels in domestic and international transactions, and also comes recommended for its expertise in criminal investigations and government enforcement actions.” 
    • Davis Polk “[r]epresents blue-chip clients in a range of major antitrust matters, criminal investigations and government enforcement actions. Also noted for its impressive domestic and cross-border transactional work.” 

CIVIL LITIGATION

  • T-Mobile. We obtained summary judgment in favor of T-Mobile and defeated the plaintiff's appeal in connection with a consolidated, multidistrict litigation alleging that four wireless carriers (T-Mobile, AT&T, Sprint and Verizon), along with the industry trade association, fixed prices on per-use text messages. The plaintiffs represented a class of over 100 million U.S. consumers and sought several billion dollars in damages. 

  • Innolux Corporation. We represented Innolux, in one of the world’s largest antitrust class action matters, involving claims of price-fixing of LCD panels. The cases included dozens of class actions coordinated in an MDL proceeding, actions by numerous state attorneys general, and separate cases brought by large individual purchasers and retailers. Davis Polk negotiated favorable settlements of class actions and resolved all claims of the state attorneys general.

  • Major Financial Institution. We represent a major financial institution in numerous LIBOR–related class actions, which allege a multiyear conspiracy by 16 U.S. Dollar LIBOR panel banks to manipulate and suppress LIBOR interest rates. Davis Polk serves as liaison counsel for all bank defendants, has taken lead on the antitrust issues during court hearings, and had primary responsibility for the briefs and oral argument on the antitrust claims.

  • Panasonic, SanDisk and Toshiba’s joint venture, SD-3C. We represented SD-3C in obtaining a dismissal of antitrust claims brought by a class of indirect purchasers of SD card flash memory devices, which alleged that a “fair market price” royalty provision in the license agreement between SD-3C and manufacturers of SD cards constituted naked price-fixing.

  • Comcast. We acted as lead trial counsel in an antitrust class action challenging Comcast’s acquisition of cable systems in the Boston, Chicago and Philadelphia metropolitan areas. A Supreme Court ruling in Comcast’s favor held that a class should not have been certified in Philadelphia because plaintiffs had not demonstrated that damages could be proven on a class-wide basis. As a result of the Supreme Court’s decision, the claims of the alleged Chicago-area class were abandoned. The court dismissed all of the Boston-area claims with prejudice and the Philadelphia-area claims were favorably settled for $50 million mostly in in-kind services.

  • Verisk Analytics Inc. We represented Verisk Analytics, Inc. subsidiaries Xactware Solutions, Inc. and Insurance Services Office, Inc. in a Lanham Act and antitrust lawsuit filed by a competing supplier of software that is used by insurance companies. In October 2013, a panel of the U.S. Court of Appeals for the Second Circuit unanimously affirmed the dismissal of an antitrust and trade dress infringement action.

  • Comcast. We represented Comcast in purported consumer class actions challenging the television distribution rules of the National Hockey League (NHL) and Major League Baseball (MLB).

  • LG Electronics. We represented LG Electronics in a coordinated federal antitrust MDL, encompassing more than 30 nationwide class actions, that  alleged a global price-fixing conspiracy in the market for optical disk drives and alleged overcharges of $1 billion or more. 

  • Comcast. We successfully represented Comcast in an antitrust suit in federal court in Los Angeles challenging the practice of distributing television channels to consumers in “bundled tiers” as opposed to on an “a la carte” basis. We won a dismissal of the case, which the Ninth Circuit affirmed.

  • Hoffman-La Roche. We successfully represented Hoffmann-La Roche in a case before the U.S. Supreme Court concerning the extraterritorial reach of the U.S. antitrust laws, in which the Court ruled, 8-0 in favor of our client, that the federal antitrust laws do not reach anticompetitive conduct where the complained-of injuries occurred outside of the United States and were wholly independent of the alleged injury to U.S. commerce.

CRIMINAL AND CIVIL GOVERNMENT INVESTIGATIONS

  • The Royal Bank of Scotland plc. We advised RBS on investigations conducted by DOJ and the Federal Reserve relating to the FX spot market, and follow-on class action litigation in the U.S. District Court for the Southern District. In 2015, DOJ and the Federal Reserve announced settlements with RBS and other financial institutions related to their FX practices. These settlements follow resolutions with the U.K. FCA and the CFTC related to the same conduct.

  • Nautilus Hyosung. We represented Nautilus Hyosung, a Korean manufacturing conglomerate, in an obstruction of justice investigation by DOJ, that arose in connection with the antitrust review of a merger transaction. After a two-year investigation the company resolved the matter on favorable terms with the Antitrust Division of DOJ. 

  • Individual Executive. We represent the Chairman and Chief Executive of a major U.S. corporation in a criminal investigation by the Antitrust Division of DOJ.

  • Nippon Express Co., Ltd. We represented Nippon Express, a major Japanese freight forwarder, in its antitrust-related civil litigation and DOJ investigations.

  • Hoffman La Roche. We represented Roche, the largest defendant in civil and criminal antitrust proceedings in connection with alleged worldwide vitamin price-fixing, including representing the company in a U.S. Supreme Court case concerning the extraterritorial reach of the U.S. antitrust laws.

  • Asian Airline Executive. We represented a former executive of a major Asian airline in a criminal grand jury investigation of alleged price-fixing in air cargo and passenger fares; DOJ Antitrust Division elected not to seek an indictment of our client.

  • Computer Company. We represented a large computer company in connection with a Federal Trade Commission (FTC) investigation into potential monopolization claims arising from standard-setting and IP-licensing activities.

  • German Manufacturing Firm. We represented a German manufacturing firm in a federal grand jury investigation and federal and state antitrust class actions alleging a cartel in the magnetic tape industry; DOJ Antitrust Division elected not to seek an indictment of our client. 

ANTITRUST AND COMPETITION M&A

Bats Global

  • Merger with Direct Edge, LLC. DOJ granted early termination of the Hart-Scott-Rodino waiting period respecting the proposed merger of stock exchange operators.

Blackbaud

  • $326 million acquisition of Convio, Inc., including a DOJ antitrust investigation of the transaction.
  • $160 million acquisition of MicroEdge Holdings, LLC.

Campbell Soup Company 

  • $1.55 billion acquisition of Bolthouse Farms from a fund managed by private equity firm Madison Dearborn Partners, LLC.

CNOOC

  • $15.1 billion acquisition of Nexen.

Comcast 

  • $52 billion acquisition of AT&T’s cable and broadband business.

  • $45.2 billion merger with Time Warner Cable Inc.

  • $37.25 billion agreement with General Eclectic to form NBCUniversal joint venture. 
  • $18 billion joint acquisition (with Time Warner of Adelphia Communications.
  • $3.8 billion pending acquisition of DreamWorks Animation.
  • $3.6 billion spectrum sale to and agency relationships with Verizon Wireless.
  • $1.4 billion acquisition of properties used by NBCUniversal at 30 Rockefeller Plaza and CNBC’s headquarters in Englewood Cliffs, New Jersey.
  • $1.05 billion investment in Clearwire Corp.
  • $360 million acquisition of FreeWheel Media.

Palm

  • $1.4 billion acquisition by Hewlett-Packard Co.

PepsiCo

  • $7.8 billion acquisition of The Pepsi Bottling Group, Inc. and PepsiAmericas, Inc.

Roche

  • $47 billion acquisition of Genetech.
  • $8.3 billion acquisition of InterMune, Inc.
  • $6.7 billion unsolicited proposal to acquire Illumina.
  • $3.4 billion acquisition of Ventana.
  • $450 million acquisition of IQuum.
  • $230 million acquisition of Anadys Pharmaceuticals.

Syngenta

  • Antitrust and corporate aspects of the unsolicited $46.5 billion acquisition proposal by Monsanto Company.
  • $43 billion acquisition proposal by ChemChina.

Tyson

  • $8.55 billion acquisition of all the outstanding shares of Hillshire Brands.
  • $575 million sale of it poultry businesses in Mexico and Brazil to JBS.

Verisk

  • £1.850 billion (approximately $2.8 billion) acquisition of Wood Mackenzie from Hellman & Friedman and other Wood Mackenzie shareholders.
  • $650 million arrangement to acquire EagleView Technologies.