Rebecca Farrington
Biography
Overview
The "extremely pragmatic" Rebecca Farrington is co-chair of the White & Case Global Antitrust/Competition practice and "provides good market context and communications in a way that clients can easily navigate." She is nationally ranked as one of a select group of "Leading Merger Control Lawyers" by The Legal 500, US (2021 - 2024), which notes she is a "go to for FTC and DOJ merger investigations." Clients describe her as an "absolute star" who is "highly credible," "has incredible knowledge of the agencies," is "confident, skillful … and always extremely well organized" with "a lot of experience and judgment" in Chambers USA (2024, 2023, 2022). She was named "Retail, Consumer, Food & Beverage Dealmaker of the Year" by The Deal -- Best of the Middle Market Awards (2020) and "Best in Antitrust/Competition" by Euromoney LMG Americas (2019).
Her practice focuses on global 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 pharmaceuticals, healthcare, medical devices, semiconductors and related technologies, food products, aviation, petroleum, coal, broadcasting, gaming, software, industrial and building products, chemicals, energy generation, 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.
She serves as the chair of the White & Case Washington Office Women's Network, and her recent pro bono activities include leading a team to advise Oxfam International on a variety of international human rights issues.
Experience
Saudi Aramco, the world's largest oil producer, in its US$69 billion acquisition of SABIC, the fourth-largest petrochemical company in the world.
Novasep Process SAS on a milestone FTC antitrust approval filed by Sartorius Stedim Biotech to acquire Novasep's chromatography equipment business, the first such approval after the FTC's new policy of imposing prior approval obligations in consent decrees.
DIC Corporation and its US subsidiary Sun Chemical in its acquisition of BASF's global pigments business.
Avast plc on its US$9.2 billion merger with NortonLifeLock Inc.
Newmont Mining Corporation in its US$10 billion acquisition of Goldcorp Inc.
Macquarie Infrastructure Partners in numerous transactions, including the US $1.2 billion sale of WCA Waste Corporation to GFL Environmental, Inc., and Macquarie's US$957 million acquisition of Lakeshore Recycling Systems, the largest private waste company in Illinois.
Calpine Corporation in multiple transactions, including acquisitions and dispositions of generation facilities and other interests.
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.
Panasonic Corp. in its US$8.5 billion acquisition of the remaining 80 percent of the capital stock interests of Blue Yonder.
Vertex Pharmaceuticals, Inc. in its acquisition of CTP-656, a development-stage asset intended for the treatment of Cystic Fibrosis, from Concert Pharmaceuticals, Inc.
Hertz Global Holdings, Inc. in its US$7.2 billion reorganization and recapitalization.
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.
Diamond S Shipping Inc. in its US$2 billion merger with International Seaways, Inc.
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 US$17 billion sale to Energy Capital Partners.
Sempra Energy in its US$9.45 billion acquisition of Energy Future Holdings Corp., creating the largest utility holding company in the US.
Dynegy in its US$2.8 billion acquisition of 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.
"Managing Antitrust Risk in the Mining and Metals Space: A Conversation on Collaborations, M&A, and More," World Association of Mining Lawyers, September 29, 2021 (Moderator)
"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)
"Antitrust: Extended Timelines and Broader Scope," White & Case, January 31, 2022 (with Anna Kertesz)
Getting the Deal Through – Market Intelligence - Merger Control 2021 (with Axel Schulz), 2022 forthcoming
"Everybody Needs Prior Approval! – The FTC Revives and Expands an Old Enforcement Tool over a Scathing Dissent," White & Case, November 10, 2021 (with J. Mark Gidley, George Paul, Anna Kertesz, Douglas Jasinski and Ashley Stoner)
"The US FTC Votes 3-2 To Enact a Major Policy Change Relevant to Every Party Involved in Settling a Merger Investigation After Signaling its Intent to Bring Back an Old Practice of Mandatory Prior Approval and Notice Provisions in Consent Orders Earlier this Year," Concurrences, October 25, 2021 (with J. Mark Gidley, George Paul, Douglas Jasinski, Anna Kertesz and Ashley Stoner)
"Federal Trade Commission's Pre-Consummation Warning Letters Signal New Risk of Closing After Hart-Scott-Rodino Act Waiting Period Expiration," White & Case, August 5, 2021 (with J. Mark Gidley, George Paul, Jaclyn Phillips and Chenyuan Fu)
"The US FTC Starts Issuing "Pre-Consummation Warning Letters" for Transactions Investigations Which May Need to Remain Open Beyond the Regular HSR Waiting Period," Concurrences, August 3, 2021 (with J. Mark Gidley, George Paul, Nicholas Putz, Jaclyn Phillips and Chenyuan Fu)
"US dealmaking braces for more challenging antitrust environment," White & Case, July 30, 2021
"New York's Sweeping New Antitrust Bill—Requiring NY State Premerger Notification ($9.2M Filing Threshold) and Prohibiting "Abuse of Dominance"—Inches Closer to Becoming Law," White & Case, June 11, 2021 (with J. Mark Gidley, George Paul, Martin Toto, Kathryn Mims, Michael Hamburger, Daniel Rosenthal, Adam Acosta, Jaclyn Phillips
"The US State of New York Senate Adopts a Legislation Prohibiting Abuse of Dominance and Requiring New Thresholds for the State's Pre-Merger Notification System," Concurrences, June 7, 2021 (with J. Mark Gidley, George Paul, Martin Toto, Kathryn Mims, Michael Hamburger, Daniel Rosenthal, Adam Acosta and Jaclyn Phillips)
"Global Merger Control: United States," White & Case, May 21, 2021 (with Anna Kertesz and Heather Greenfield)
"Global Merger Control: Introduction," White & Case, May 21, 2021 (with Axel Schulz)
"Merging Companies: Consider social factors in US antitrust clearance," White & Case, May 10, 2021 (with J. Mark Gidley, George Paul, Anna Kertesz, Kathryn Mims and Daniel Rosenthal)
"US antitrust spotlight on the pharmaceutical industry," White & Case, May 10, 2021 (with J. Mark Gidley, George Paul, Peter Carney, Kathryn Mims, Anna Kertesz, Daniel Rosenthal, Ashley Stoner)
"Grants of early termination of HSR waiting period temporarily suspended by DOJ and FTC – merging parties should expect to wait the full 30 days until further announcement," White & Case, February 4, 2021 (with J. Mark Gidley, George Paul, Daniel Rosenthal, Regina Loureiro)
"The US DOJ and US FTC Temporarily Suspends Grants of Early Termination of Waiting Period in Merger Reviews Under the Hart-Scott-Rodino Act," Concurrences, February 4, 2021 (with J Mark Gidley, George Paul, Daniel Rosenthal and Regina Loureiro)
"The US FTC Announces Annual Changes to HSR Thresholds for Merger Notification," Concurrences, February 2, 2021 (with J. Mark Gidley, George Paul, Martin Toto, Noah Brumfield, Daniel Rosenthal and Nicholas Putz)
"FTC Announces Annual Changes to HSR Thresholds (2021)," White & Case, February 1, 2021 (with J. Mark Gidley, George Paul, Martin Toto and Daniel Rosenthal)
"Navigating Icebergs: A Brief Survey of Non-Reportable Transaction Enforcement Around the World," White & Case, September 11, 2020 (with Daniel Rosenthal)
"Expedited Antitrust Merger Clearances in Bankruptcy," White & Case, April 6, 2020 (with J. Mark Gidley, George Paul and Anna Kertesz)
"Competitor Collaborations: Competition Agencies Respond to a Global Pandemic," White & Case, March 27, 2020 (with J. Mark Gidley, George Paul, Douglas Jasinski and Trina Rizzo)
"Global Merger Clearance: The First Week of the New Normal," White & Case, March 26, 2020 (with George Paul, Mark Powell, Axel Schulz, Marc Israel and Heather Greenfield)
"Impact of COVID-19 on US and EU Merger Review and Enforcement," White & Case, March 16, 2020 (with George Paul, Mark Powell, Axel Schulz and Heather Greenfield)
"FTC Announces Annual Changes to HSR Thresholds (2020)," White & Case, January 28, 2020 (with J. Mark Gidley, George Paul, Martin Toto and Daniel Rosenthal)
"2020 Global Citizenship Review: Rules of Entry," White & Case, 2020
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)
Named "Leading Antitrust Merger Control Lawyer" by The Legal 500 US, 2021-2024
Won "Retail, Consumer, Food & Beverage Dealmaker of the Year" by The Deal -- Best of the Middle Market Awards, 2020
Won "Best in Antitrust/Competition," Euromoney LMG Americas, 2019
