Rebecca Farrington

Partner, Washington, DC

Biography

Overview

The "extremely pragmatic" Rebecca Farrington "provides good market context and communications in a way that clients can easily navigate." Rebecca has been recognized as "Retail, Consumer, Food & Beverage Dealmaker of the Year" by The Deal -- Best of the Middle Market Awards for 2020, "Best in Antitrust/Competition" by Euromoney LMG Americas for 2019 and is nationally ranked by Legal 500. Her practice focuses on government merger and non-merger investigations, private antitrust litigation, and counseling on antitrust issues.

Rebecca has developed a significant track record defending proposed and consummated mergers before the Federal Trade Commission and the Department of Justice. Clients she has assisted have operated in a broad spectrum of industries, including healthcare, food products, aviation, petroleum, coal, broadcasting, gaming, software, hardware, industrial products, energy and retail sales.

She has also successfully defended non-merger investigations, including investigations of alleged market allocation and violations of Section 8 of the Clayton Act, and has advocated for government intervention on behalf of parties adversely impacted by proposed mergers, or by anticompetitive conduct.

In addition to her work in government investigations, Rebecca's clients benefit from her extensive experience advising on issues relating to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act), including proposed transactions' global premerger notification requirements. Her work in this area has also involved negotiating antitrust provisions in transaction agreements, developing client HSR Act training programs and compliance procedures, and representing clients in "failure to file" situations.

A significant portion of Rebecca's practice is devoted to advising clients on critical antitrust risk issues relating to business initiatives such as joint ventures, pricing and distribution strategies, information and data-sharing and trade association and industry-wide collaborative efforts.

Her antitrust counseling practice also covers such work as conducting antitrust compliance audits, analyzing liability exposure and recommending corrective action, as well as creating and presenting in-house training programs for client legal departments and business units. She has additionally developed and implemented corporate antitrust compliance policies, and online antitrust compliance training programs.

Rebecca's civil litigation experience includes defending allegations of price-fixing, bid-rigging and group boycotts in federal and state courts for clients in industries including construction materials, insurance, financial services and transportation.

Bars and Courts
District of Columbia Bar
US District Court for the District of Columbia
US District Court for the Northern District of California
US Supreme Court
Education
JD
University of California, Berkeley School of Law
BA
University of California, Los Angeles
Languages
English

Experience

Baxter International in securing US and Japan clearances for its US$350 million acquisition of the Seprafilm adhesion barrier device business from Sanofi S.A.

Vertex Pharmaceuticals, Inc. in its 2017 acquisition of CTP-656, a development-stage asset intended for the treatment of Cystic Fibrosis, from Concert Pharmaceuticals, Inc.

Liberty Dialysis in its acquisition of Renal Advantage to form the third-largest dialysis provider in the US, and Liberty's subsequent US$1.7 billion sale to Fresenius. The Fresenius transaction was shortlisted by Global Competition Review for "Merger Control Matter of the Year – Americas" at their 2013 GCR Awards.

Anacor Pharmaceuticals Inc. in its US$5.2 billion acquisition by Pfizer.

NeuroDerm Ltd., a company developing drug-device combinations for central nervous system disorders, in its US$1.1 billion sale to Mitsubishi Tanabe Pharma Corporation.

Zimmer Holdings, Inc. in its US$13.35 billion acquisition of Biomet, Inc., and Zimmer Biomet's subsequent US$1 billion acquisition of LDR Holding Corporation (LDR), including LDR's proprietary patented technology for treatment of spine disorders.

Warner Chilcott plc in its US$8.5 billion sale to Actavis, Inc.

Anthem, Inc. in its attempted US$54 billion acquisition of Cigna Corporation.

Omnicare, then the leading provider of pharmacy services to long term care facilities, in its US$12.7 billion sale to CVS Health.Shenzhen Hepalink Pharmaceuticals' acquisition of Scientific Protein Laboratories for US$337.5 million.

Calpine Corporation in its pending US$17 billion sale to Energy Capital Partners.

Sempra Energy (NYSE: SRE), a Fortune 500 energy services holding company, in its US$9.45 billion all-cash acquisition of Energy Future Holdings Corp., which indirectly owns 80% of Oncor Electric Delivery Company, LLC, an operator of the largest electric transmission and distribution system in Texas. The transaction, which created the largest utility holding company in the US, valued Oncor at US$18.8 billion. This transaction was named "M&A Deal of the Year" by The Deal in 2018.

Dynegy Inc., the third-largest independent power producer in the United States, in its US$2.8 billion acquisition of ownership interests in certain Midwest generation assets from Duke Energy Corp, almost doubling Dynegy's generating capacity less than a year after emerging from bankruptcy protection.

XO Communications, LLC in the US$1.8 billion sale of XO Communications to Verizon Communications.

Qingdao Haier in its US$5.4 billion acquisition of GE's appliance business. The transaction was named "Cross-border M&A Deal of the Year" by The M&A Advisor 2017.

Avast Software in its acquisition of AVG Technologies N.V.

Panasonic Corporation in its US$1.545 billion acquisition of Hussman Corporation, a Missouri-based manufacturer of high-tech refrigerated display cases and food distribution systems.

Toyota Industries Corp. in its acquisition of US-based Cascade Corp. in a deal valued at US$760 million. The transaction was recognized by the Financial Times Innovative Lawyers report as one of the most innovative US transactions in 2013.

Federal Mogul in its 2014 acquisition of Affinia Group, Inc.'s chassis components business.

Pilot Travel Centers LLC in its acquisition of Flying J Inc. The transaction was voted one of the most innovative US matters of 2010 by the Financial Times.

Speaking Engagements

"Clean-Up in Aisle Three: New Approaches to Merger Review in the Retail Sector," GCR Law Leaders Forum, February 2015 (Moderator)

"Closing Today's Complex Transactions," White & Case Fifth Annual Energy Conference, October 2014 (Moderator)

ABA Antitrust Section Corporate Counseling Committee Update for In-House Counsel, February 2014 (presenter) (with J. Mark Gidley) 

Publications

Co-author, "Recent Antitrust Lessons for the Life Sciences Industry," published by Competition Law360 (October 28, 2019)

Below-threshold Transactions: Enforcement and Exposure, Global Merger Control: Charting a Route to Port, 2016 (with Noah Brumfield, George Pau, Yi Ying, and Lee Czocher)

Contributing Author, ABA Section of Antitrust Law, Premerger Notification Practice Manual, 5th Edition (2015)

"Buyer Beware: Bazaarvoice and the Risks of Non-Reportable Transactions," June 2014, published in Transaction Advisors (with George L. Paul and Gregory Pryor)

"Omnicom/Publicis: Lessons in How to Keep Merger Clearance Traps from Derailing your Deal," May 2014, published in Concurrences (with Noah Brumfield and George L. Paul)

"Private Antitrust Actions", Practical Law, The Journal, February/March 2014 (with J. Mark Gidley)

"Exclusive Technology Licenses and Their Hart-Scott-Rodino Act Implications," published in Worldwide Merger Notification Requirements, Aspen Publishing, 2013
Handbook on Interlocking Directorates, ABA Section of Antitrust Law, 2011 (co-editorial chair)

"Omnicare: Seventh Circuit Gives Judicial Guidance on Premerger Information Exchanges," The Antitrust Source, June 2011 (co-author)

"Private Antitrust Remedies in the U.S.," PLC Cross-border Competition Handbook, 2009 (co-author)

Antitrust Law Developments, ABA Section of Antitrust Law, 6th ed., 2007 (contributor)

Awards and Recognition

Best in Antitrust/Competition, Euromoney LMG Americas, 2019

Legal 500 United States: Antitrust – Merger Control, Next Generation Partner, 2019