Transaction Agreements: Antitrust Issues


Transaction agreements typically set forth not only financial terms and the scope of the businesses or assets to be acquired, but also the obligations of the parties between execution of the agreement and closing of the transaction. Typically, there are three antitrust issues parties should consider when negotiating and drafting provisions of a transaction agreement: (1) Are any antitrust or competition law filings and clearances required before a transaction is allowed to close? (2) Does the transaction pose a risk of extended government investigation and/or a risk that a competition authority would seek to stop the transaction on competition grounds? (3) Does the agreement's terms raise additional antitrust/competition issues?