Mergers of this size must first be submitted, 30 days in advance of the proposed closing date, to the U.S. Justice Department, so that they can review it to see if it is anti-competitive under the Sherman Anti-Trust Act. If they fail to respond, or issue a clearance letter, then the merger can go forward.
Often, however, they stop the merger, and issue comments as to why they feel that it would be anti-competitive. They also issue suggestions for changes to the merger, so that it doesn't stifle competition.
Each company is entitled to respond with comments, and the parties can then go back and forth with suggested changes to the deal, to satisfy the Justice Department. This often goes on for 1 to 2 years.
If the companies do not agree with the Justice Department's determinations, and won't change the terms, then the Justice Department sues them in Federal District Court to stop the merger, and the companies are entitled to a Jury Trial. (Remember, that going forward with the merger is a criminal offense under the Anti-Trust Act, if in fact it will have an anti-competitive effect on the market.)
This process is just one of a 100 things that the M&A attorneys have to deal with in attempting to negotiate, execute and close a major merger.
Oh well, a billion here, a billionaire there, . . . pretty soon it adds up to serious change!
Mannyrock
