Iceberg Ahead! A primer on HSR in M&A and what the sweeping proposed HSR changes mean for your deal

Daniel J. Rosenthal | Milbank LLP

Daniel J. Rosenthal is a special counsel in Milbank’s Washington, DC office and a member of the firm’s Litigation & Arbitration Group.

Primary Focus & Experience

Mr. Rosenthal is widely considered a “go-to” practitioner for government merger and non-merger investigations, as well as counseling on antitrust issues, with a proven track record advising clients on complex cross-border transactions with multiple merger clearance requirements. He has broad experience handling complex antitrust issues in a variety of industries, including healthcare, pharmaceuticals, biotechnology, manufacturing, petroleum, solid waste, transportation, automobile components, semiconductors, software, hardware, chemicals, energy, entertainment, and retail sales.

Mr. Rosenthal has successfully defended non-merger investigations, including investigations of violations of Section 8 of the Clayton Act, and has advocated for government intervention on behalf of parties adversely impacted by proposed mergers. Daniel advises clients on issues relating to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act), as well as international merger notification requirements. Clients turn to Mr. Rosenthal on a variety of antitrust risk management 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.

Recognition & Accomplishments

In 2022, The Legal 500 USA named Mr. Rosenthal a Recommended Lawyer for Antitrust. He has also authored and co-authored several articles and publications, including the US chapter of Merger Control, a comparative guide published by The Legal 500 (2018, 2019, 2020, 2021).

Prior to joining Milbank, Mr. Rosenthal was an associate at White & Case, where he helped develop the Global Antitrust Merger StatPak, a first-of-its-kind resource providing information on merger control filing activity by competition authorities around the world. Mr. Rosenthal received his J.D. from University of Virginia and his B.A. from Emory University.

Fiona A. Schaeffer | Milbank LLP

Fiona Schaeffer is a partner in the New York office of Milbank LLP.

Primary Focus & Experience

Fiona Schaeffer is an international antitrust lawyer with over 25 years of experience practicing on both sides of the Atlantic. Clients entrust Ms. Schaeffer with the defense of “bet-the-company” criminal and civil cases as well as their most complex transactions. She counsels clients in a variety of industries, with a particular depth of experience in healthcare, financial services, energy, media and communications.

Ms. Schaeffer regularly represents clients in FTC and DOJ investigations and follow on class actions in the US and internationally. She also counsels clients on optimizing intellectual property rights and licensing, distribution and marketing practices without creating unnecessary legal risks. Ms. Schaeffer began her legal career in the UK, and has appeared before courts and regulators throughout the EU as well as other significant antitrust enforcement agencies around the world.

Recognition & Accomplishments

Ms. Schaeffer is the Chair Elect of the American Bar Association’s Section of Antitrust Law, former Chair of the Antitrust & Trade Regulation Committee of the New York City Bar Association and member of the Executive Committee of the New York State Bar Association Antitrust Section.

She is consistently recognized as a leading antitrust lawyer by Chambers USA, The Legal 500, Global Competition Review and Benchmark Litigation, among others. Clients have observed that she “combines incredible substantive knowledge of the antitrust field with a pragmatic and commercial approach to problem solving” (Chambers USA). In 2022, Ms. Schaeffer was recognized in Lawdragon’s 500 Leading Litigators in America. In 2019, she was selected for W@’s inaugural “40 in their 40s” list of Notable Women Competition Professionals in the Americas. In 2020, Ms. Schaeffer was shortlisted for Euromoney’s Women in Business Law Awards for “Best in Antitrust/Competition” and won in the same category in 2017. In 2016, she was recognized as one of the leading Women in Antitrust globally by the Global Competition Review. Ms. Schaeffer was also previously selected by her peers as one of the top 40 competition lawyers under 40 globally in Global Competition Review.

Lauren Knoke | Milbank LLP

Lauren Knoke is an associate in the New York office of Milbank and a member of the firm’s Litigation & Arbitration Group. Mrs. Knoke has experience in many facets of antitrust law, including criminal investigations, civil conduct, and merger control.

I. HSR filing basics | 3:00pm – 3:20pm

II. The 2023 proposed rule changes and additional requirements | 3:20pm – 3:40pm

III. Best practices for compliance | 3:40pm – 4:00pm