#350 What's the Deal With Reverse Acquihires? Considering Antitrust and HSR Implications

Reverse acquihires are turning traditional merger dynamics on their head, raising fresh questions for dealmakers and regulators alike. But what exactly are the antitrust and HSR implications when talent, not technology or assets, drives the transaction? Sam Weinstein, Professor of Law at the Benjamin N. Cardozo School of Law, joins hosts Lexi Michaud and Anant Raut to unpack how reverse acquihires fit within existing merger frameworks, what, if anything, triggers reporting obligations, and where enforcement agencies may focus next. Listen to this episode to learn more about how shifting deal structures are testing the boundaries of antitrust review and compliance. With special guest: Sam Weinstein, Professor of Law at the Benjamin N. Cardozo School of Law and Faculty Co-Director of the Heyman Center on Corporate Governance Related Links: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=5316792 Hosted by: Lexi Michaud, Fried Frank and Anant Raut

Privacy litigation in the U.S. is at an all-time high owing in part to the growing body of privacy laws, particularly at the state level. But are there unique challenges associated with litigating privacy breaches? Dr. Andrew Stiver joins Jaclyn Phillips and Alysha Pannu to discuss privacy harms and how economic harm is measured for these harms. Listen to this episode if you want to learn more about how privacy harms are quantified in the context of litigation. With special guest: Dr. Andrew Stivers, Managing Director, NERA Hosted by: Jaclyn Phillips, White & Case and Alysha Pannu, Osler Hoskin & Harcourt

In recent years, retail mergers have gotten more attention as consumers have grown more concerned with consolidation and how that impacts their pocketbooks. While antitrust enforcers scrutinize all retail mergers, not all have gotten a deeper look. How do enforcers decide which retail deals require deeper scrutiny? Emily Blackburn, Counsel at King & Spalding, and Laura Onken, Counsel at Axinn discusses their observations and insights on how enforcers analyze retail deals with Amanda Hamilton and Anora Wang. Listen to this episode to learn about how enforcers evaluate market definition and divestitures in retail mergers. With special guests: Emily Blackburn, Counsel, King & Spalding LLP and Laura Onken, Counsel, Axinn, Veltrop & Harkrider LLP Hosted by: Amanda Hamilton, NexArc Strategies and Anora Wang, Arnold & Porter

The Noerr-Pennington doctrine is rooted in the First Amendment, and exempts certain activities involving petitioning the government from the normal rules of antitrust enforcement. But where do we draw the line on what activity is and is not protected? Abraham Chang, partner at Norton Rose Fulbright, joins Derek Jackson and Sergei Zaslavsky to discuss the Noerr-Pennington doctrine's roots, its limits, and how it gets applied (and sometimes litigated) in practice. Listen to this episode to learn more about this important, but perhaps less well understood, doctrine. With special guest: Abraham Chang, Partner, Norton Rose Fulbright LLP Hosted by: Derek Jackson, Cohen & Gresser and Sergei Zaslavsky, O'Melveny & Myers

State attorneys general are playing an increasingly important role in investigating and challenging antitrust violations that affect their constituents. In this episode, co-hosts James Hunsberger and Alicia Downey find out what the National Association of Attorneys General's Multistate Antitrust Task Force has been up to under the leadership of Task Force Chair Elizabeth Odette of the Office of the Attorney General of Minnesota. Listen and learn how the Task Force has been helping states save resources and improve outcomes by coordinating their antitrust efforts and priorities. With special guest: Elizabeth Odette, Assistant Attorney General, Office of the Minnesota Attorney General, Antitrust Division Related Links: NAAG Multistate Task Force website Hosted by: James Hunsberger, Axinn, Veltrop & Harkrider and Alicia Downey, Downey Law

August marks the beginning of a new ABA Antitrust Law Section year under the leadership of a new Chair. In this episode, co-hosts Anora Wang and Alicia Downey talk with Sullivan & Cromwell partner Renata Hesse, a longtime Section leader whose term as Chair began in August 2025. Our other featured guest is Renata's colleague Dan Richardson, who supports Renata as Counsel to the Chair. Listen to this episode to hear about Renata's priorities and goals for the 2025-26 year, and her commitment to ensuring that the Section serves as a forum for open dialogue and civil debates. With special guests: Renata B. Hesse, Sullivan & Cromwell LLP and Daniel J. Richardson, Sullivan & Cromwell LLP Hosted by: Anora Wang, Arnold & Porter Kaye Scholer LLP and Alicia Downey, Downey Law LLC

Antitrust lawyers by day, rock stars by night. Who are the members of Side Hustle, the Antitrust Law Section's unofficial house band? They include prominent members of the antitrust law community, with more than a century of combined experience working in government, private practice, and academia. In this episode we'll learn what has kept Side Hustle rocking on for the past several years and why the members can't wait to play at the 2026 Spring Meeting. With special guests: Daniel Francis, Associate Professor of Law, NYU Law School D. Bruce Hoffman, Partner, Cleary Gottlieb Steen & Hamilton LLP Jay Jurata, Partner, Dechert LLP Tara Koslov, Former Deputy Director, Bureau of Competition, Federal Trade Commission; Independent Professional Coach Anna Rathbun, Partner, Latham & Watkins LLP Michael Weeldreyer, Senior Manager, Converged Surface Systems | Weapons | Unmanned Integration, Lockheed Martin Related Links: Side Hustle official website Hosted by: Alicia Downey, Downey Law LLC and Subrata Bhattacharjee, Borden Ladner Gervais LLP

Why does the U.S. have two antitrust enforcement agencies—and how do they really differ in practice? In this episode, Puja Patel and Barry Nigro are joined by Debbie Majoras, former FTC Chair and former Deputy Assistant Attorney General at the DOJ Antitrust Division, to explore the procedural, cultural, and strategic distinctions between the FTC and DOJ. From procedural standards to enforcement style, merger review processes, and even remedy structures, Debbie reflects on her leadership experience at both agencies and offers practical insights for practitioners navigating the divide. Tune in to hear how these differences shape competition enforcement—and why they matter for clients, courts, and the future of antitrust. With special guest: Debbie Majoras Hosted by: Puja Patel, Cleary Gottlieb Steen & Hamilton LLP and Barry Nigro, Fried, Frank

Innovation is central to long-term economic welfare and deserves greater emphasis in antitrust policy. But can U.S. antitrust law be reshaped to be more innovation-centric? Professor Richard Gilbert joins hosts Anora Wang and Panos Dimitrellos to examine the relationship between competition and innovation, how agencies and courts have recently treated innovation, and practical tools for assessing innovation effects in mergers and conduct cases. Listen to this episode to learn more about navigating the shift toward an innovation-centric antitrust regime, the empirical methods that can reveal innovation harms, and how to balance short-term price effects against long-term technological progress. With special guest: Richard J. Gilbert, Professor, University of California at Berkeley Related Links: https://direct.mit.edu/books/oa-monograph/4844/Innovation-MattersCompetition-Policy-for-the-High https://www.americanbar.org/content/dam/aba/publications/antitrust/journal/86/issue-3/antitrust-for-innovation.pdf https://eml.berkeley.edu/~gilbert/Selected%20Papers/Gilbert-Melamed%20final%20pre-publication.pdf Hosted by: Panos Dimitrellos, Secretariat Economists LLC and Anora Wang, Arnold & Porter Kaye Scholer LLP

Merger control regulators in the EU and around the world continue to focus on killer acquisitions. But is this concern justified in the digital sector? Professor Nicolas Petit, a leading competition law academic, joins Matthew Hall and Blair Matthews to discuss the Antitrust Law Journal article on the subject he co-authored and killer acquisitions generally. Listen to this episode to learn more about the methodology behind and findings in the paper and why the concerns on this issue may not be justified. With special guest: Professor Nicolas Petit, Professor, European University Institute; Visiting Professor, George Mason University, Scalia School of Law Related Links: Killer Acquisitions: Evidence from European Merger Cases, Antitrust Law Journal, Volume 86, Issue 3, 22 May 2025 (subscribers) Federal Trade Commission press release, FTC Seeks to Block Virtual Reality Giant Meta's Acquisition of Popular App Creator Within, 27 July 2022 Federal Trade Commission amended complaint against Meta, 7 October 2022 Hosted by: Matthew Hall, McGuireWoods London LLP and Blair West Matthews, Cleary Gottlieb