Renaud Poizat

Federal Trade Commission Chairman Andrew Ferguson said Friday that the agency should bring its merger challenges directly in federal court, rather than the agency's in-house administrative process, as it typically has done. Speaking at the annual antitrust symposium at George Mason University's Antonin Scalia Law School, Ferguson addressed a recent commission merger challenge where the agency is asking a federal court to permanently block the deal. The FTC usually files an in-house case and then asks a court to prevent the transaction from closing until the administrative proceeding plays out. But when moving in December to block Loctite-maker Henkel AG & Co. KGaA from buying rival construction adhesive brand Liquid Nails, the agency filed only in federal court. "My view is we ought to just litigate this in federal court, both to avoid the constitutional challenges every time you bring a merger case ... and to align with the standard that the [U.S.] Department of Justice has to comply with in order to get an injunction of a merger," Ferguson said. Ferguson acknowledged that as a practical matter, the preliminary injunction decision is usually the "end of the question," because merging companies often abandon deals if temporarily enjoined. He said the commission typically drops its case if it loses because unwinding a consummated merger is too difficult and raises questions of equity. He noted the U.S. Supreme Court's 2024 ruling in U.S. Securities and Exchange Commission v. Jarkesy, which challenged an SEC administrative action. He said that case and others call into question the FTC's ability to bring administrative cases at all. "Jarkesy has language in it suggesting that in private rights-type cases, even if the government is not extracting a civil penalty, or other monetary relief, you can't proceed in an agency adjudication, it has to go to an Article III court," he said. Ferguson also noted the Supreme Court's 2023 ruling in Axon v. FTC, where the justices found that companies can bring constitutional challenges against the FTC directly in federal court before going through the agency's in-house administrative process. He said some in Congress have criticized the FTC for seeking preliminary injunctions, because the U.S. Department of Justice has no administrative process and always files directly in court. Lawmakers have argued that this means some merger cases are decided based on which agency reviews the deal. While the standards for preliminary and permanent injunctions are different, Ferguson said he doesn't believe the outcomes are actually different. Former FTC Chairman Timothy Muris, now a professor at George Mason and a counsel with Sidley Austin LLP, asked Ferguson if filing merger cases directly in court will become the new norm at the commission. Ferguson said he believes that would be the "healthiest" way for the commission to proceed, and not only for the legal reasons, but also because it lends more credibility. That's because under the usual process, the FTC's commissioners vote to bring a case and then issue a final determination at the conclusion of the administrative proceeding. "No man ought to sit in judgment of his own case, that is axiomatic of the Anglo-American system of law," he said.

Feb 20

2 min

Sidley represented The Brink’s Company (NYSE: BCO) in its acquisition of NCR Atleos Corporation (NYSE: NATL) in a cash and stock transaction valued at approximately US$6.6 billion. The deal combines two leading financial technology infrastructure providers, bringing together Brink’s global cash management expertise and route-based infrastructure with NCR Atleos’ end-to-end ATM management and services expertise, ATM network, and fast-growing ATM-as-a-Service outsourcing solutions. Sidley served as both transaction and financing counsel to Brink’s in the transaction. The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the first quarter of 2027, subject to customary closing conditions. The Sidley team was led by David Grubman, Adam Cromie, George Hunter, and Dustin Page (M&A), and included Lisa Holzman, Evan Kowalski, Jordan Lemoine, and David Hoff (M&A); Angela Fontana, Tracey Nicastro, Caroline Roberts, and Alexander Waddell (Global Finance); Sonia Gupta Barros, Alexander Csordas, Samir Gandhi, and Kayla West (Capital Markets); Suresh Advani, Christian Brause, Eric Grosshandler, and Patrick Gray (Tax); Gregory Marrs, Elizabeth Burns, and Steven Szymanski (Employee Benefits and Executive Compensation); Corey Roush, Murray Reeve, and Anna Kubinska (Antitrust and Competition); Sven De Knop, Alessandra Moroni, James Daher, and Laura Verbeken (Global Arbitration, Trade and Advocacy); Stanley Boris and Matthew Katz (Banking, Payments and Fintech); Colleen Brown and Stephanie Lim (Privacy and Cybersecurity); Heather Palmer (Environmental, Health, and Safety); Natalie Piazza, Vishnu Tirumala, Melissa Gerdts, Amber Otto, Chetan Reddy, and Shannon McDonald (Commercial Litigation and Disputes); and Derek Zaba (Shareholder Activism & Corporate Defense).

Feb 26

1 min

Sidley represented Ancient Financial on its launch as a specialized reinsurance and asset management platform focused on the life and annuity sector and in connection with its agreement to acquire F&G Life Re Ltd from F&G Annuity & Life, Inc. (NYSE: FG), which will be renamed Ancient Re Ltd. Ancient Financial has launched as an independent platform focused on life and annuity reinsurance and asset management. In connection with the transaction, F&G will make a minority strategic investment in Ancient Financial and enter into a forward-flow reinsurance agreement with Ancient Re. The Sidley team was led by Joseph Schwartz and included Spencer Slabaugh, Alison Hocevar, and Chuck Daly (Investment Funds); Sean Carney, Paige Levitt, Ian Helmuth, Kyle Barnett, Curt Ostosh, Cole Hunter, Claire Ramsey, Taylor Shuman, Udensi Kalu, and Ryan McLeod (M&A and Insurance); Lauren Gallagher (Employee Benefits and Executive Compensation); Jen Fernandez (Global Arbitration, Trade and Advocacy) and Peter Edgerton, Nathan Enfield, and George Chen (Tax).

Feb 24

1 min

Auction site eBay and several former executives on Wednesday reported settling a lawsuit brought by a Massachusetts couple who say they were subjected to a campaign of stalking and harassment after publishing articles critical of the company's leadership on their blog. The terms of the settlement, reached just days before what had been expected to be a six-week trial in federal court was set to get underway, were not disclosed. David and Ina Steiner, who publish EcommerceBytes from their suburban Boston home, found themselves on the receiving end of a series of gruesome mailings — including insects, a bloody pig mask, and a funeral wreath — and were stalked by eBay employees in 2019. The couple had reported on spending by then-CEO Devin Wenig and alleged he and other executives directed a campaign of retaliation aimed at shutting down their site. The Steiners sued over the episode in 2021, saying they suffered significant emotional distress as well as damage to their business. They are still publishing the blog, which last week reported on the retail and auction site's test of an artificial intelligence tool. An attorney for Wenig, Martin Weinberg, told Law360 on Wednesday the parties had reached an agreement in principle to resolve the case. The agreement is expected to be finalized within 60 days. Along with eBay and Wenig, the Steiners' lawsuit named communications director Steven Wymer and vice president Wendy Jones. Counsel for the other defendants and eBay did not immediately respond to requests for comment. A spokesperson for eBay directed a reporter to an order entering a provisional dismissal of the case. Several lower-level employees who had also been named in the suit were dismissed as defendants on Wednesday, according to the case docket. Federal prosecutors also brought criminal charges against seven lower-level employees — who have since pled guilty to their roles in the harassment and received varying sentences — and charged eBay as a corporate defendant. The company entered a deferred prosecution agreement with the government in 2024 that led to a $3 million penalty. Last week, the executives, in a motion, sought to prevent the Steiners from citing that agreement in support of their case. The Steiners and Steiner Associates LLC/eCommerceBytes are represented by Andrew G. Finkelstein, Brian D. Acard, Kenneth B. Fromson, and Lawrence D. Lissauer of Finkelstein & Partners LLP, Marc A. Diller of Diller Law LLP, Christopher R. Murphy of Foster Scalli & Murphy Law PC, Todd S. Garber and Erin Kelley of Finkelstein Blankinship Frei-Pearson & Garber LLP, and Max Finkelstein of Jacoby & Meyers LLP. EBay is represented by Jack W. Pirozzolo, Kathryn L. Alessi, Scott T. Nonaka, Daniel J. Feith, and Emily A. Rose of Sidley Austin LLP. Wenig is represented by Martin G. Weinberg of Martin G. Weinberg PC, Abbe David Lowell of Lowell & Associates PLLC, and Kelly A. Librera of Winston & Strawn LLP. Wymer is represented by Caz Hashemi, Melissa Mills, and Trevor Templeton of Wilson Sonsini Goodrich & Rosati PC and Lon F. Povich of Anderson & Kreiger LLP. Jones is represented by Andrew J. O'Connor, Casey Stewart, Christopher Durham, Sarah E. Walters, and William L. Roberts of Ropes & Gray LLP. The case is Steiner et al. v. eBay Inc. et al., case number 1:21-cv-11181, in the U.S. District Court for the District of Massachusetts.

Feb 25

3 min

Sidley is proud to announce that it has been ranked Band 1 by Chambers & Partners for International Trade across all major jurisdictions – Global, USA, Europe, and Asia-Pacific – for the tenth consecutive year (2017–2026). This milestone exemplifies our sustained excellence in client service, technical capability, and cross-border coordination. In 2026, Sidley received Band 1 rankings in the following International Trade categories: Chambers Global Multi-Jurisdictional: International Trade/WTO Chambers USA International Trade: Customs Chambers USA International Trade: Trade Remedies & Trade Policy Chambers Europe: International Trade/WTO Chambers Asia-Pacific: International Trade/WTO Earning Band 1 rankings across every major international trade jurisdiction for a decade represents more than just industry recognition. It also reflects a fully integrated global trade platform, continuous investment in premier talent, and deep experience advising on complex, cross-border matters. As international trade increasingly shapes corporate strategy and risk management, our sustained top-tier recognition affirms our success as one of the most established and comprehensive teams in the field. Over the past decade, Sidley has made significant investments in its International Trade practice to adapt to market shifts and client needs. In the past year alone, we’ve welcomed three partners, nine associates, and four analysts. With the addition of recent lateral partners John Foote, Maura Rezendes, and Justin Becker, we have further strengthened our capabilities in trade remedies, customs enforcement, export controls, sanctions, and national security matters. Their experience enhances our ability to deliver sophisticated, coordinated advice across jurisdictions and reinforces our position at the forefront of global trade law.

Feb 24

1 min