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Antitrust Risk-Shifting Toolkit
Practical Law Toolkit 5-545-7765 (Approx. 9 pages)
Antitrust Risk-Shifting Toolkit
by Practical Law Antitrust
| Maintained • USA (National/Federal) |
A Toolkit including resources that provide guidance on when to include antitrust risk-shifting provisions in a purchase or merger agreement and how to structure those provisions. This Toolkit identifies resources that provide an overview of the types of risk-shifting provisions, such as limits on divestitures, allocating Hart-Scott-Rodino (HSR) Act filing fees, and antitrust-related reverse break-up fees, and identifies sample provisions counsel can use in an agreement. The resources identified in this Toolkit are best used in conjunction with the What's Market Antitrust Risk-Shifting Database.
Merging parties wishing to allocate the antitrust risk in a transaction typically include risk-shifting provisions in purchase or merger agreements. Typical risk-shifting provisions may include, among other things:
- Obligations to divest.
- Obligations to litigate.
- Imposition of ticking fees or reverse break-up fees payable for failure to obtain antitrust approval.
This Antitrust Risk-Shifting Toolkit is a collection of continuously maintained resources designed to guide counsel through the merger review process by exploring various risk-shifting options and their positive and negative effects on a transaction and its parties.
The Practical Law Antitrust service includes a What's Market Antitrust Risk-Shifting Database that makes it easy for counsel to find and compare risk-shifting provisions used in both private and public transactions. Counsel can narrow search results by industry, deal size, type of risk shifting provision, and other facets as well as compare risk-shifting provisions across various deals. Our detailed summaries provide links to the relevant section number in the underlying agreement so that counsel can find risk-shifting language in seconds. The Antitrust Risk-Shifting tool allows counsel to stay on top of the most popular types of antitrust risk-shifting provisions.
What's Market Analytics also allows counsel to filter the What's Market Antitrust Risk-Shifting Summaries by data points, such as hell or high water provision, obligation to divest and obligation to litigate, and to create data visualizations. The Analytics tool is available for subscriptions that include access to the Practical Law Dynamic Tool Set.