ProfessionalsCharles F. (Rick) Rule
A partner and co-chair of the Antitrust Group, Rick Rule focuses his practice on providing U.S. and international antitrust advice to major corporations in connection with “bet-the-company” matters, particularly high-profile mergers, acquisitions and joint ventures. Formerly head of the Antitrust Division of the U.S. Department of Justice (DOJ), Rick currently represents corporate clients in connection with civil and grand jury investigations by the DOJ, the U.S. Federal Trade Commission (FTC) and the European Commission and in private and governmental litigation both at the trial and appellate levels.
Among his recent clients are Microsoft Corporation; ExxonMobil; US Airways Inc.; Celanese Corporation; Morgan Stanley; Dexia; Bacardi & Company Ltd.; Eli Lilly & Co.; Monsanto Co.; Nucor Corporation; CIGNA Corp.; Nippon Chemi-Con; Fair Isaac Corp.; The Pasha Group; and The Goodyear Tire & Rubber Company.
Rick has played a lead role in the antitrust clearance of some of the highest-profile mergers over the last quarter century. He has advised, among others, CIGNA in its proposed merger with Anthem; Microsoft in its proposed acquisition of LinkedIn; Eli Lilly in its acquisition of Novartis' Animal Health business; US Airways in its merger with America West in 2006 and American Airlines in 2013; AB InBev in its acquisition of Modelo; Microsoft in its acquisition of Nokia's handset business and Skype; Pfizer in its acquisition of Wyeth; MGM Mirage in its acquisition of Mandalay Bay; WorldCom in its attempted merger with Sprint Corp.; and Exxon in its acquisition of Mobil.
Rick was also a key member of the team that negotiated on behalf of Microsoft, bringing a conclusion to the historic antitrust lawsuit that the DOJ and a number of states pursued against the company.
Rick has represented numerous corporations and individuals in connection with criminal grand jury investigations by the DOJ and other enforcement agencies involving allegations of price-fixing, market allocation, bid-rigging and other criminal conduct on a national or global scale. Recently, Rick has represented several financial institutions and Asian corporations and senior executives in connection with ongoing grand jury investigations. Based on his former government experience and his ongoing professional interactions with senior government officials, Rick advises clients in effective strategies for protecting their interests throughout the investigation process. In several cases, he has been hired to replace original counsel and helped the company/individual avoid indictment and, in many cases, avoid the need for a plea agreement or amnesty application. Rick has also been retained as an expert witness concerning the government's criminal antitrust enforcement and its leniency program.
He has also handled major civil and criminal litigations and argued numerous times in court on behalf of clients such as Microsoft, CIGNA, US Airways, a television network and its affiliates, The Pasha Group, Kentucky Speedway, Dexia, Morgan Stanley and Fair Isaac Corporation. While in government, he argued on behalf of the United States in several appeals and before the U.S. Supreme Court in Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (1986).
Rick is at the forefront of antitrust law and is uniquely capable of advising clients on the antitrust regulatory environment affecting the way they do business globally. As agencies and rules evolve, he helps clients understand the new legal framework; assess the legal risk and rewards associated with a range of competitive strategies; and work with government bodies to take advantage of, and ensure appropriate compliance with, the regulations governing the clients' chosen strategy. He has unique experience counseling on antitrust and competition matters for multinational clients operating in China and guiding companies in complying with China's foreign antitrust laws as they expand into Asia.
His representations include:
- Microsoft Corporation:
- in its ongoing efforts to acquire LinkedIn;
- in its acquisition of Nokia's handset business;
- in its role in the acquisition of more than 6,000 patents from Nortel;
- in its purchase from AOL of more than 800 patents and related patent applications as well as a non-exclusive license to AOL's retained patent portfolio for $1.1 billion, and in the subsequent assignment of a significant portion of those IP assets to Facebook Inc. for $550 million;
- in its $8.5 billion acquisition of Skype, the company's largest acquisition to date, which was recognized as the 2012 Merger Control Matter of the Year - Europe by Global Competition Review;
- in its acquisition of Yahoo!'s search business and subsequent partnership agreement with Yahoo!;
- in the sale of its online advertising agency Razorfish to Publicis Groupe for $530 million, and in Microsoft's 5-year strategic alliance agreement with Publicis Groupe; and
- lead antitrust counsel in a number of other transactions over the last ten years.
- US Airways:
- in its high-profile merger with American Airlines, subsequent litigation and settlement with the DOJ;
- in its 2009 agreement with Delta Air Lines to swap slots at New York LaGuardia and Reagan National airports;
- in its efforts to acquire Delta out of bankruptcy;
- in its merger with America West Airways;
- in its proposed merger in 2000 with United Airlines; and
- in British Airways' (BA) investment in US Airways in the early 1990s, and in US Airways' successful efforts to force BA to divest that interest.
- Delta & Pine Land in its acquisition by Monsanto Corp, where antitrust merger clearance was achieved via consent decree following an investigation by the Antitrust Division of the DOJ, which sought to challenge the same transaction in the late 1990s;
- Monsanto Company in connection with its pending acquisition by Bayer AG;
- The Pasha Group in its acquisition of Horizon Lines' Hawaii cargo service;
- CIGNA in its $54 billion merger with Anthem Health and in its defense of the ongoing litigation resulting from the antitrust challenge to the transaction by the U.S. Department of Justice and several states;
- AB InBev in the acquisition of the remainder of Modelo in 2012-13;
- The U.S. Treasury in the bailout of General Motors and Chrysler;
- Exxon Corporation in its successful merger with Mobil Oil Corporation;
- Pfizer in its acquisition of Wyeth in a $68 billion cash and stock transaction that created one of the world's most diversified companies in the global health care industry;
- Vertis Holdings, Inc. in its acquisition by QuadGraphics;
- MGM Mirage in its acquisition of Mandalay Resort Group;
- Island ECN in its merger with Instinet;
- Northrop Grumman in its acquisition of Newport News;
- WorldCom Inc. in its attempted acquisition of Sprint Corporation;
- NYNEX in its merger with Bell Atlantic to create Verizon Communications;
- Celanese Corporation in various acquisitions and divestitures; and
- Eli Lilly & Company and its subsidiaries in a variety of acquisitions and licensing transactions on multiple matters.
- US Airways in the settlement of United States v. US Airways Group, Inc. and AMR Corporation, the suit brought by the DOJ and seven state attorneys general under antitrust laws to block the company's high-profile merger with American Airlines;
- CIGNA, a global health insurance service company, in United States v. Anthem Inc. and Cigna Corp., the suit brought by the DOJ and several states to block its $54 billion acquisition by Anthem Health.
- Microsoft in the settlement of United States v. Microsoft Corp, the landmark antitrust suit brought by the DOJ and twenty state attorneys general alleging antitrust violations under Sections 1 and 2 of the Sherman Act;
- The Royal Bank of Scotland in In re Credit Default Swaps Antitrust Litig., MDL No. 2476M, defending the bank against class actions under Sections 1 and 2 of the Sherman Act;
- The Fair Isaac Corporation as lead antitrust counsel in an action in the U.S. District Court for the District of Minnesota against the three national credit bureaus, Equifax, Experian, and Trans Union and their joint venture VantageScore;
- Financial Security Assurance, Inc. and Financial Security Assurance Holdings, Ltd. in multidistrict class action litigation alleging antitrust violations in the municipal derivatives industry;
- Morgan Stanley in antitrust class action relating to auction rate securities; and
- US Airways in a federal civil antitrust lawsuit against Sabre Holdings Corp. to halt anti-competitive and anti-consumer practices, including engaging in a pattern of exclusionary conduct to shut out competition, protect its monopoly pricing power and maintain its technologically-obsolete business model.
GRAND JURY INVESTIGATIONS
- Represented a European financial institution with subsidiaries in the United States that are under investigation by the Antitrust Division and several state attorneys general for alleged bid-rigging and market allocation in financial markets related to municipal guaranteed investment contracts.
- Represented a major national air carrier implicated in the DOJ's air cargo investigation; carrier was not indicted and did not plead.
- Defended a major petro-chemical corporation in an alleged price-fixing in the chemical industry. Although other competitors were forced to plead guilty, our client was not, and its identity was never disclosed.
- Represented a major logistics company in a bid-rigging investigation. Negotiated a conditional plea agreement without any executives being charged.
- Represented a major multinational corporation involved in the DOJ's investigation of the marine hose industry. The client was the only member of the industry that was not indicted and did not plead to any violation.
Rick began his career as William Baxter's special assistant in the Antitrust Division of the DOJ. He served as acting head of the Division for part of 1985 and was permanently appointed to the position in late 1986, becoming the youngest person ever to be confirmed by the Senate as Assistant Attorney General in charge of the Antitrust Division. In 1988, in recognition of his exemplary performance, he received the Edmund J. Randolph Award from the DOJ. Following his departure from the DOJ in 1989, Rick has been a partner and head of the antitrust practice at several leading New York and Washington, D.C. law firms.
Acknowledged as one of the world's leading antitrust lawyers, Rick is regularly listed in distinguished legal rankings, including Chambers USA, Chambers Global, The Legal 500, The Best Lawyers in America, Global Competition Review and Benchmark Litigation (Top 10 Practitioner - Antitrust in the United States). The Financial Times "U.S. Innovative Lawyers" report named Rick a top legal innovator for his work on behalf of Microsoft Corporation. He has also been recognized consistently for his antitrust work by The Legal Times, Lawdragon's "Top 500 Leading Lawyers", multiple Who's Who Legal publications, The Washingtonian and Super Lawyers.
Rick is a frequent author and lecturer on antitrust and regulatory topics, and he has participated in numerous conferences, workshops and programs on issues of merger enforcement and trade regulation. Rick has also served as a Distinguished Adjunct Professor of Law at American University's Washington College of Law. He was the inaugural chair of the Corporations, Securities and Antitrust Practice Group of the Federalist Society and served as Chair of the Economics Committee of the American Bar Association's Antitrust Section. He is an emeritus member of the advisory board of BNA's Antitrust & Trade Regulation Report, the Washington Legal Foundation and the Landmark Legal Foundation. He is a member of the Board of Directors of the Children's Law Center and previously served on the Visiting Committee of the University of Chicago Law School.