Rebecca Farrington's 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.
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.
Anacor Pharmaceuticals Inc. in its US$5.2 billion acquisition by Pfizer.
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.
Anthem, Inc. in its attempted US$54 billion acquisition of Cigna Corporation.
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.
"Clean-Up in Aisle Three: New Approaches to Merger Review in the Retail Sector" , February 2015: GCR Law Leaders Forum, (Moderator)
"Closing Today's Complex Transactions" , October 2014: White & Case Fifth Annual Energy Conference, (Moderator)
"ABA Antitrust Section Corporate Counseling Committee Update for In-House Counsel", February 2014: (presenter with J. Mark Gidley)
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)
Premerger Notification Practice Manual, ABA Section of Antitrust Law, 5th Edition, 2015, (contributing author)
Buyer Beware: Bazaarvoice and the Risks of Non-Reportable Transactions, Transaction Advisors, June 2014, (with George L. Paul and Gregor Pryor)
Omnicom/Publicis: Lessons in How to Keep Merger Clearance Traps from Derailing your Deal, Concurrences, May 2014, (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, 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)