Energy Antitrust

The energy industry has been a prime focus of antitrust enforcement for more than 100 years, dating back to Standard Oil Company v. United States, which resulted in the breakup of Standard Oil. Antitrust issues can present challenges at every layer of this complex industry. To help business meet these challenges efficiently and successfully, law firms need more than legal expertise—they need to understand the energy business and speak its language. We do.

Akin is a premier energy antitrust firm. We know the industry backwards and forwards and are well versed in virtually all antitrust matters—upstream, downstream or midstream—arising in the oil and gas, coal, petrochemical, electric power and associated sectors. Our knowledge and experience draw on the firm’s long history in the oil patch, our decades of experience in handling high-stakes antitrust matters for some of the nation’s largest energy companies and the public policy perspective that is an Akin hallmark. Our global transactional antitrust group comprises lawyers qualified across the major antitrust jurisdictions, including the EU, U.S., Russia and China. Our U.S. antitrust M&A team is headed by the immediate past chair of the Mergers & Acquisitions Committee of the American Bar Association Antitrust Section. The team includes past enforcement attorneys with the Federal Trade Commission (FTC).

Our work for energy companies covers the full antitrust spectrum. We counsel on compliance, we find business-friendly solutions to legal problems, we advise boards of directors on merger antitrust risks, we handle Hart-Scott-Rodino (HSR) filings and second requests, we advocate before the FTC and the DOJ and we litigate.

Representative Experience

In recent years we have successfully secured multijurisdictional merger control clearances in numerous M&A transactions in the energy space. Highlights of our experience include:

Mergers, Acquisitions and Joint Ventures – Domestic

Genesis Energy LP in its $300 million sale of its Powder River Basin (PRB) midstream crude oil pipeline to Silver Creek Midstream LLC (investigated by FTC).
Diamondback Energy, Inc. in its $9.2 billion acquisition of Energen Corporation.
Enterprise Products Partners in its acquisition of operating entities of Oryx Midstream Services.
Stone Energy in its $2.5 billion combination with Talos Energy LLC.
Enterprise Products Partners in its $6 billion acquisition of Oiltanking Partners (18 month investigation by FTC focusing on crude oil and condensate marine terminal operations).
Genesis Energy in its $1.5 billion acquisition of Enterprise Products Partners offshore Gulf of Mexico pipelines (investigated by FTC).
Anadarko Petroleum as lead antitrust counsel on its $1.5 billion acquisition of midstream gas business of Nuevo Midstream LLC.
El Paso/Coastal Corporation. Represented El Paso Energy in $16 billion Coastal Corporation merger, then-largest natural gas pipeline merger in U.S. history. Year-long FTC investigation of pipeline markets in Gulf of Mexico, Rocky Mountains, upper Midwest, New York, and Florida. Negotiated FTC consent decree.
Spire Energy in its $1.6 billion acquisition of Alabama Gas Co. and $1.035 billion acquisition of two natural gas utilities from Energy Transfer Partners.
FirstEnergy in its $8 billion acquisition of Allegheny Energy, which created largest investor-owned electric utility in the U.S. (12-month Second Request investigation by DOJ Antitrust Division).
Represented two key third parties in FTC review, challenge and consent order process in the $23 billion Kinder-Morgan acquisition of El Paso.
Defended numerous firms in DOJ antitrust investigations of large horizontal mergers in the oilfield equipment industry, involving such products and services as drilling mud, diamond and conventional drill bits, drill pipe, oil country tubular goods (OCTG), pipe threading, pumping equipment, compressors and valves.
Counseling a major energy company through various critical antitrust considerations that require the development of innovative and creative market definition and competitive effects arguments.
Serving as lead antitrust counsel for two potential multibillion dollar energy industry acquisitions.

Mergers, Acquisitions and Joint Ventures – International

GdF/Suez
Areva/Urenco/ETC JV
EDF/British Energy
Goldman Sachs/Constellation Energy
ENEL/Acciona/Endesa
Advising a leading Russian energy company on the disposal of an oil & gas business to a Russian State-owned energy conglomerate.
Advising global energy companies on the multijurisdictional merger control implications and filings in relation to restructurings, acquisitions and joint ventures involving, inter alia, U.S. businesses/assets.
Advising a Japanese conglomerate on all international antitrust issues arising from several conjoined joint ventures in the energy sector.
Advising First Reserve Corporation in relation to the acquisition of energy infrastructure assets from, and the formation of, a joint venture with Petrofac.

Litigation

Extensive antitrust compliance training for major energy companies in the wake of recent civil and criminal litigation involving bidding for oil and gas leases.
Defended major energy company in multidistrict litigation alleging a conspiracy to undervalue crude oil at the lease.
Represented several major energy companies in convincing the FTC to pursue an enforcement action against another industry player for failing to reveal its patenting activity in connection with the development of the California Air Resources Board reformulated gasoline standards.
Represented a refining company in a confidential FTC investigation under its petroleum market manipulation rules. We persuaded Bureau of Competition staff not to recommend enforcement action.
Defended a multinational energy corporation in an antitrust class action alleging a conspiracy to fix the price of refined petroleum products via collusion with members of OPEC. We obtained dismissal of the action, the 5th Circuit affirmed and the Supreme Court denied cert.
Represented a major coal producer in an antitrust litigation challenging a covenant not to compete between two railroads that blocked competitive rail service to a coal mine.
Represented an Indian tribe in a suit against the United States for failure to collect full royalties due on oil and gas production on the reservation; obtained a series of favorable rulings in successive trials, resulting in a $380 million settlement payment to the tribe.
Defended a large refiner and marketer in a massive consumer class action multidistrict litigation (MDL) claiming that the failure to adjust price or volume when selling motor fuel warmer than the alleged industry standard of 60° F at retail is a deceptive practice violating state consumer protection statutes.

Representative Experience

In recent years we have successfully secured multijurisdictional merger control clearances in numerous M&A transactions in the energy space. Highlights of our experience include:

Mergers, Acquisitions and Joint Ventures – Domestic

Genesis Energy LP in its $300 million sale of its Powder River Basin (PRB) midstream crude oil pipeline to Silver Creek Midstream LLC (investigated by FTC).
Diamondback Energy, Inc. in its $9.2 billion acquisition of Energen Corporation.
Enterprise Products Partners in its acquisition of operating entities of Oryx Midstream Services.
Stone Energy in its $2.5 billion combination with Talos Energy LLC.
Enterprise Products Partners in its $6 billion acquisition of Oiltanking Partners (18 month investigation by FTC focusing on crude oil and condensate marine terminal operations).
Genesis Energy in its $1.5 billion acquisition of Enterprise Products Partners offshore Gulf of Mexico pipelines (investigated by FTC).
Anadarko Petroleum as lead antitrust counsel on its $1.5 billion acquisition of midstream gas business of Nuevo Midstream LLC.
El Paso/Coastal Corporation. Represented El Paso Energy in $16 billion Coastal Corporation merger, then-largest natural gas pipeline merger in U.S. history. Year-long FTC investigation of pipeline markets in Gulf of Mexico, Rocky Mountains, upper Midwest, New York, and Florida. Negotiated FTC consent decree.
Spire Energy in its $1.6 billion acquisition of Alabama Gas Co. and $1.035 billion acquisition of two natural gas utilities from Energy Transfer Partners.
FirstEnergy in its $8 billion acquisition of Allegheny Energy, which created largest investor-owned electric utility in the U.S. (12-month Second Request investigation by DOJ Antitrust Division).
Represented two key third parties in FTC review, challenge and consent order process in the $23 billion Kinder-Morgan acquisition of El Paso.
Defended numerous firms in DOJ antitrust investigations of large horizontal mergers in the oilfield equipment industry, involving such products and services as drilling mud, diamond and conventional drill bits, drill pipe, oil country tubular goods (OCTG), pipe threading, pumping equipment, compressors and valves.
Counseling a major energy company through various critical antitrust considerations that require the development of innovative and creative market definition and competitive effects arguments.
Serving as lead antitrust counsel for two potential multibillion dollar energy industry acquisitions.

Mergers, Acquisitions and Joint Ventures – International

GdF/Suez
Areva/Urenco/ETC JV
EDF/British Energy
Goldman Sachs/Constellation Energy
ENEL/Acciona/Endesa
Advising a leading Russian energy company on the disposal of an oil & gas business to a Russian State-owned energy conglomerate.
Advising global energy companies on the multijurisdictional merger control implications and filings in relation to restructurings, acquisitions and joint ventures involving, inter alia, U.S. businesses/assets.
Advising a Japanese conglomerate on all international antitrust issues arising from several conjoined joint ventures in the energy sector.
Advising First Reserve Corporation in relation to the acquisition of energy infrastructure assets from, and the formation of, a joint venture with Petrofac.

Litigation

Extensive antitrust compliance training for major energy companies in the wake of recent civil and criminal litigation involving bidding for oil and gas leases.
Defended major energy company in multidistrict litigation alleging a conspiracy to undervalue crude oil at the lease.
Represented several major energy companies in convincing the FTC to pursue an enforcement action against another industry player for failing to reveal its patenting activity in connection with the development of the California Air Resources Board reformulated gasoline standards.
Represented a refining company in a confidential FTC investigation under its petroleum market manipulation rules. We persuaded Bureau of Competition staff not to recommend enforcement action.
Defended a multinational energy corporation in an antitrust class action alleging a conspiracy to fix the price of refined petroleum products via collusion with members of OPEC. We obtained dismissal of the action, the 5th Circuit affirmed and the Supreme Court denied cert.
Represented a major coal producer in an antitrust litigation challenging a covenant not to compete between two railroads that blocked competitive rail service to a coal mine.
Represented an Indian tribe in a suit against the United States for failure to collect full royalties due on oil and gas production on the reservation; obtained a series of favorable rulings in successive trials, resulting in a $380 million settlement payment to the tribe.
Defended a large refiner and marketer in a massive consumer class action multidistrict litigation (MDL) claiming that the failure to adjust price or volume when selling motor fuel warmer than the alleged industry standard of 60° F at retail is a deceptive practice violating state consumer protection statutes.