The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Courtney Dyer, managing partner of O’Melveny’s Washington, DC office, steers companies through increasingly complex government antitrust investigations and helps them navigate the evolving antitrust enforcement landscape. Courtney has extensive experience defending proposed and consummated mergers and acquisitions before U.S. antitrust agencies. She is adept at analyzing complex transaction structures and advising clients on appropriately managing antitrust risk before agreements are executed. Focusing on clients’ strategic objectives and supported by O’Melveny’s global antitrust team, Courtney crafts merger control strategies to achieve these objectives efficiently. Senior executives at leading companies across a wide variety of industries rely on Courtney for strategic advice on how to achieve their business objectives while managing antitrust risk. In addition to her M&A work, she counsels clients on non-merger matters, including the formation of joint ventures and other competitor collaborations, Section 8 of the Clayton Act, information- and data-sharing among companies, and pricing and distribution strategies. Courtney has advocated for government intervention on behalf of parties adversely impacted by proposed mergers or by anticompetitive conduct. In addition to her work in government investigations, Courtney devotes a significant portion of her practice to advising clients on issues relating to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).
Describe your practice area and what it entails.
I defend proposed and consummated mergers and acquisitions before U.S. antitrust agencies. This involves analyzing complex transaction structures and advising clients on appropriately managing antitrust risk before agreements are executed. In addition to M&A work, I counsel clients on nonmerger matters, including the formation of joint ventures and other competitor collaborations, Section 8 of the Clayton Act, information- and data-sharing among companies, and pricing and distribution strategies. I devote a significant portion of my practice to advising clients on issues relating to the HSR Act, which includes negotiating antitrust provisions in transaction agreements, developing client HSR Act training programs and compliance procedures, and representing clients in failure-to-file situations.
What types of clients do you represent?
I represent companies across a wide variety of industries— including aviation, retail, healthcare, consumer products, and energy—seeking strategic advice on how to achieve their business objectives while managing antitrust risk.
What types of cases/deals do you work on?
I work on cases where clients are seeking strategic counseling on business decisions that involve antitrust risk, for example, mergers or acquisitions, minority investments, pricing or distribution strategies, and joint ventures. My practice is a regulatory one, and I represent clients before federal and state antitrust enforcers.
How did you choose this practice area?
Honestly, I did not even know what antitrust was when I went to law school. I had the good fortune of taking an antitrust class with Professor Kovacik, who at the time was General Counsel of the FTC and later became its Chair. Once I learned that antitrust is rooted in competition and markets and how industries and businesses operate, I was sold. I worked in a variety of businesses before I eventually went to law school at night, and I enjoyed how much you need to dive into business operations and strategy to advise clients on the law. And every industry is different, so how the antitrust laws are applied differ depending on market dynamics.
What is a “typical” day like and/or what are some common tasks you perform?
I think my favorite part of my practice is there are no typical days. I get to learn about companies and products and competition across a wide array of industries. Some days, weeks, and months I can focus on a large strategic transaction for which I am helping to obtain regulatory clearance, but on any given day, I am also helping clients navigate complex competitive environments and achieve their growth strategies through a path that manages antitrust risk.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
When clients are seeking antitrust advice, they want clear and practical counseling to help guide their business decisions. Being able to distill complex legal and economic theories into advice that speaks to executives is key. They want their attorneys to customize advice to fit their business and the competitive landscape in which they operate. More generally, the ABA Section of Antitrust Law is very good and provides a ton of resources for new and more experienced practitioners. Both antitrust enforcement agencies (the FTC and DOJ) also offer workshops and provide guidance to the legal and business communities on enforcement of antitrust laws.
What do you like best about your practice area?
You learn a ton about how businesses operate and evolving industry dynamics. I like to say that I am very interesting at cocktail parties because I can talk about how airlines plan networks, how far shoppers are willing to travel for their favorite retail establishments, how canned seafood is packaged, how microprocessors are made, etc. You really need to understand your clients and their businesses to provide antitrust counseling.
What is unique about your practice area at your firm?
O’Melveny’s antitrust practice is a broad one that extends well beyond the regulatory work I focus on. O’Melveny’s antitrust practice seamlessly integrates with its corporate, intellectual property, employment, and appellate litigation teams to advise on U.S. and international competition issues, including substantive defense of government review of transactions, private antitrust and class action treble damage litigation, cartel investigations and defense of cartel prosecutions, defense of civil antitrust actions by government authorities, government conduct investigations, and judicial review of government and agency decisions.
What are some typical tasks that a junior lawyer would perform in this practice area?
In addition to the standard legal research and writing, a lot of company and industry research. You can’t advise a client on the success of obtaining antitrust clearance for a proposed acquisition without understanding the products and services that both companies offer and who they compete with. Also, PowerPoint. We draft lots of slides to build the strategic rationale for deals we bring before antitrust enforcement agencies.
What are some typical career paths for lawyers in this practice area?
There are two federal antitrust enforcement agencies with the authority to enforce antitrust laws. Further, many state attorneys general are active in antitrust cases. Both federal and state agencies have great opportunities for lawyers who want to switch from private practice to public service.