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Antitrust Compliance week: Managing antitrust risk in vertical agreements and in M&A transactions

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This week we kicked off our Annual Compliance Conference with key antitrust compliance topics that are impacting businesses today. Specifically, we discussed antitrust risk and enforcement in relation to vertical agreements, and how to manage compliance risk in the context of transactions.

Antitrust enforcement – verticals: the rocky road to market
Tuesday 30 April

SPEAKERS: Mara Ghiorghies (Partner, London), Laura Liu (Partner, Beijing), Lena Sersiron (Partner, Paris), Katharina Spenner (Partner, Munich), Roma McCool (Associate, Brussels)

Vertical agreements have been a key area of focus for antitrust authorities around the world in recent years. In this session our speakers discussed recent trends in enforcement in the EU, UK and beyond.

This session examined the treatment of resale price maintenance as well as resale restrictions (territorial and customer) in different jurisdictions. The panel also discussed a the impact of Brexit and how competition authorities in the EU and UK are approaching this area.

We also considered some key cases relating to online sales restrictions, highlighting current trends and warnings to businesses, as well as discussing the rise in public and private litigation. In the UK, class action and standalone litigation relating to vertical agreements are an increasing threat to businesses.

Finally, the speakers gave some practical tips for mitigating risk. These include ensuring businesses have a robust competition compliance policy that covers vertical restrictions, particularly in high risk industries. Businesses may also consider providing tailored training to sales and marketing teams on vertical restrictions, including case studies and specific examples.

You can access the webinar recording here.

Managing compliance risks in the transactional context
Wednesday 1 May

SPEAKERS: James Robinson (Partner, London), Geoff Martin (Partner, Washington, DC), Ash Tiwari (Partner, London), Eva Warden (Senior Associate, London), and Ashley Eickhof (Senior Associate, Washington, DC)

Our speakers discussed key compliance risks arising in the context of transactions and solutions for managing and mitigating such risks.

The panel considered compliance issues and available protections at all phases of the transactional lifecycle, including pre-deal and post-closing integration phases.

The speakers discussed contractual solutions, including W&I insurance, warranties, indemnities and restructuring the terms of the deal. There was also a discussion around parental liability and successor liability for infringements committed by subsidiaries.  

The session concluded with a discussion on policy mechanisms designed by various authorities to incentivise audits and self-reporting of compliance violations, in order to maximise available protections for the acquiring group.

You can access the webinar recording here.

The Annual Compliance Conference is held virtually across five weeks from 29 April – 6 June.  Every year it attracts over 4,000 in-house senior legal and compliance professionals from across the world. With a speaker faculty from all regions of our global team, we will be delivering our cutting-edge insights and guidance virtually on key global compliance, investigations and ethics trends. 

To register for the other sessions and to access the recordings, click here.

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Author

Mara Ghiorghies is a partner in Baker McKenzie’s Competition, Trade & Foreign Investment Practice in London and a co-lead of Baker McKenzie’s Global Cartels Task Force. Mara is a competition & antitrust law professional advising global corporates on EU and UK antitrust compliance, investigations, enforcement and merger control/foreign investment reviews. She advises numerous clients across a number of sectors on global regulatory reviews of cross-border competitor collaborations, supply chain and distribution networks, and corporate transactions.

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Laura Liu is a partner with Fenxun Partners. Her practice focuses on China antitrust legal issues, including merger control filing, antitrust compliance, antitrust investigations and antitrust litigation. Ms. Liu has extensive experience in merger filings, having assisted numerous clients with antitrust filings before the China competition authority, including some of the most significant merger clearance cases to date. Ms. Liu also has very extensive experience advising clients on deal structure and filing strategy to achieve commercial outcomes while avoiding gun-jumping risks. Laura's practice focus on antitrust and competition (advisory and litigation).

Author

Léna Sersiron leads Baker McKenzie’s French Competition and Distribution practice. She joined Baker McKenzie in 2003 and was co-opted as a Partner in 2012. She is a worldwide Baker McKenzie Competition Steering Committee member.
With over 20 years' experience, Léna Sersiron has a strong track record of successfully handling difficult and sensitive competition cases (investigations and subsequent litigation) at both EU and national level. She has extensive knowledge related to inspections and the collection of digital evidence (forensic IT). She advises various clients on a wide array of competition subjects, including complex merger control operations (at a French and EU level). She also works on distribution law cases.
Léna Sersiron also advises blue-chip clients from multiple sectors such as Daunat, Demeco, Lubrizol, Servier, Wonderbox, EDF, TDF, Crédit Agricole, Avis Budget Group, CGI, etc.
She is also well-established in the agricultural and food sector, advising various clients and professional trade associations (FNPSM, CNIEL, Nutrixo, FNIL, etc.) on a wide array of competition subjects.
She frequently contributes to various law conferences and seminars.
Léna Sersiron has been praised by one rival practitioner as an "excellent litigator." Acritas 2021 recognizes Léna as a "stellar professional lawyer" based on interviews and testimonials of more than 2,500 companies decision-makers. Clients interviewed have called her "very talented. The work provided is irreproachable and of high quality." She is also reported to be "the most impressive on contentious matters currently" and "a remarkable lawyer," according to sources. She is highly sought after for her expertise in handling abuse of dominance and cartel investigations. Clients also say that they are "extremely happy about her way of practising," going on to add, "She knows the ins and outs of the law."

Author

Katharina Spenner is a partner in Baker McKenzie's Munich office and a member of the Firm's Steering Committee of the EMEA International Commercial & Trade Practice Group. She joined the Firm's Frankfurt office in 2000 and transferred to the Munich office in 2004. She was seconded to the Amsterdam office for eight months in 2003. Katharina previously worked as a freelancer in the legal department of Lufthansa Cargo AG from 1997 to 1999. She has written several commentaries on competition and distribution law and regularly delivers presentations and workshops on topics related to distribution and competition law.

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Roma McCool is an Associate in Baker McKenzie, London office.

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James Robinson is a partner in the London office’s Competition, Trade & Foreign Investment department, and has extensive experience in UK and EU competition law. He is a member of the Baker McKenzie Global Antitrust & Competition Practice Group, and is Global Co-Chair of the Firm’s Cartels Practice, which is ranked #1 in the world by GCR Magazine.
James has been named a Future Leader in Competition Law by Who's Who Legal and GCR.

Author

Geoff Martin is a partner in the Litigation and Government Enforcement practice group in Washington, DC. Geoff started his career in Baker McKenzie's London office in 2007 and moved to Washington DC in 2012. Geoff represents clients in matters before the federal government arising out of anti-corruption, trade sanctions, fraud, anti-money laundering, national security, and related enforcement actions. He also represents clients in civil and criminal matters in federal court. Geoff has extensive experience conducting internal investigations relating to such matters around the world.

Author

Ash is a partner in the Corporate M&A team in Baker McKenzie's London office. She joined the Firm in 2022, having spent over a decade at a Magic Circle firm. She advises on a wide range of corporate transactions including domestic and cross-border private M&A, joint ventures, restructurings, reorganisations, listed company advice and corporate governance.

Ash was recognised in the 2022 and 2024 Legal 500 rankings (M&A Upper Mid-Market and Premium Deals, over GBP 500 million) which reported that "Ash is among the best lawyers I have ever worked with anywhere – truly world class. Sharp, commercial, attentive, super committed and, on a personal level, an absolute joy to deal with. Trusted advisor for sure”, “Ash Tiwari is a phenomenal lawyer. We recommend Ash to everyone looking for a sophisticated global corporate lawyer” and "Ash Tiwari is an excellent lawyer. She is proactive, clear, straightforward and pragmatic in her advice."

In addition to client work, Ash is co-chair of the Firm's London race and ethnicity committee, BakerEthnicity. She is also a central member of the Firm's Global India Practice Group.

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Eva Massai Warden is an associate in Baker McKenzie's Global Antitrust & Competition Group. She joined the Firm’s Toronto office as an associate in 2013 and is now based in the Firm's London office with the Competition, Trade & Foreign Investment Practice Group.

Author

Ashley Eickhof is a senior associate in the Firm's North America Antitrust & Competition Practice Group. Ashley is an experienced litigator and has tried criminal cases in federal court.
Prior to joining Baker McKenzie, Ashley worked at another large international law firm in the Antitrust and Competition Practice Group. Before that, Ashley began her career as a federal prosecutor for the Antitrust Division of the US Department of Justice.

Author

Avni Degan is a Trainee Solicitor in Baker McKenzie, London office.

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Samuel Ashford is an Associate in Baker McKenzie, London office.

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