Economic antitrust and competition services for M&A transactions

The EY Economic Antitrust and Competition team helps companies evaluate proposed transactions (mergers and acquisitions (M&A), carve-outs, divestitures, etc.) from an economic antitrust perspective to help understand the competitive impact of the deal and prepare for a successful outcome.

We apply an integrated approach, covering economics, strategy, data analytics, eDiscovery, managed document review (MDR), and market surveys, to address antitrust risks that can arise for transactions during the approval process (U.S. Hart-Scott-Rodino (HSR) Act filing, second request and potential litigation as well as relevant economic antitrust analyses for other antitrust regulators in the U.K., E.U. and other jurisdictions).

EY professionals can help in all stages of a planned horizontal, vertical or conglomerate deal, including private equity roll-up acquisitions, from selection of targets and due diligence through deal closing, regulatory review, and post-deal integration planning.

We tailor our approach based on specific deal considerations, regulatory requirements and a strong focus on the long-term growth objectives of the company.

Mergers and acquisitions

Our analyses play a central role in planning acquisition perimeters, merger synergies and valuations. If we determine structural or behavioral remedies are needed for regulatory approval, we work with the client and counsel to help develop such remedies. If assets must be divested, we help perform a risk assessment of potential acquirers based on economic antitrust criteria.

Divestitures

We can help identify both relative and absolute economic antitrust risks of purchasing entities and can also help assess the risks associated with each of the counterparties. For example, simply selecting the highest bid for an asset without considering antitrust risks may result in delayed approval, including eventual litigation in some cases with uncertain outcomes and high costs or termination fees.

Private equity

We support economic antitrust analyses in large private equity deals, as well as smaller deals that may involve multiple acquisitions. We help evaluate economic antitrust risk from other companies owned by the private equity firm and help present prior acquisition strategies to demonstrate the impact on attributes, such as prices, wages and product quality.

For all deal types, we help companies (corporates, PE funds, etc.) respond if there is a second request from regulators for information including theories of harm (providing economic impact/analysis), and valuations. We support counsel in preparing analyses for the U.S. Federal Trade Commission (FTC) or Department of Justice (DOJ) regarding horizontal and vertical theories of harm and assisting in eDiscovery productions responsive to regulatory inquiry. If the deal moves to litigation, we provide additional privileged support including expert witness testimony regarding the deal and potential damages.

The EY Economic Antitrust and Competition team

Our experienced professionals possess academic, industry and regulatory backgrounds and have a deep understanding of economic antitrust principles. We have experience working with companies across all major industry sectors. In deals where we are engaged as the M&A advisor, we work closely with the EY M&A deal team and outside counsel. We also assist in matters where we are not directly involved in the subject deal.

We work closely with EY strategy teams to conduct market surveys, including participant interviews, to understand market perceptions regarding the merger specifically, as well as sector consolidation in general. These surveys help assess unilateral competition effects, as well as the general state of competition in local relevant markets. They also help inform inputs to various economic models being applied in the analyses.

How we are different

By working closely with EY deal teams, we:

• Provide a one-stop, integrated platform. We support clients through the transaction lifecycle, from strategic planning and due diligence to deal signing, regulatory approvals, divestiture management, deal closure and post-deal integration.
• Work closely with outside counsel. We maintain strict confidentiality, and we also carefully separate routine deal work that may be subject to discovery from privileged work done under instructions of client counsel.
• Help limit the chance of costly remediation or litigation. By helping clients identify appropriate targets and designing the post-integration operating model with an economic antitrust perspective, we can help with the approval stages, as well as align our clients’ long-term strategies with an understanding of relevant risks in deal antitrust approval. When remediation or litigation is required, we can provide cost-effective support.
• Team with industry and subject-matter advisors from the global EY network of professionals. Our team works closely with client M&A leaders and counsel to provide antitrust economic analysis, enabling an integrated, one-stop, cost-effective service.
• Work seamlessly on cross-border deals. The combination of specialty economic antitrust analysis with the leading-edge EY deal practice and EY global network of member firms enables us to provide analysis tailored to specific geographies and regulatory regimes.

EY economic antitrust and competition services include:

EY member firms do not practice law where not permitted by local law or regulation. Ernst & Young LLP (US) does not practice law or offer legal advice.