Corporate and Asset-Based Transactions

Mergers and Asset Acquisitions and Sales

BGM attorneys routinely negotiate and draft merger agreements and various asset purchase and sale contracts. We advise clients on the horizontal and vertical competitive impacts of these transactions and supervise expert economists in their preparation of supporting testimony and reports.

BGM typically has primary responsibility for preparing the necessary applications to FERC. We also assist clients in Hart-Scott-Rodino submissions to the Federal Trade Commission and Department of Justice and provide guidance concerning the interaction between the Federal Power Act and federal bankruptcy laws. Our clients often rely on our unique federal regulatory experience while turning to their corporate counsel for other transactional issues. We are both comfortable and effective participating in such cooperative relationships with in-house counsel and other law firms.

BGM attorneys also have participated in asset acquisitions and divestitures on behalf of several of our clients. We have advised our clients regarding corporate reorganization strategies, securities issuances and acquisitions, and interlocking directorates.

Antitrust

BGM is available to assist clients in matters involving federal antitrust laws, including guidance on “dos and don’ts” related to antitrust exposure. The firm participated in three Federal District Court antitrust proceedings and assisted in the successful United States Court of Appeals reversal of an adverse ruling in one of those proceedings. We also provided pleadings and expert consulting services in connection with another antitrust litigation. At FERC, we have litigated price squeeze cases (which have antitrust implications) as well as cases involving the effects of rate schedule terms and conditions on competition.