Shearman & Sterling achieved a significant victory for Booz Allen Hamilton (Booz Allen) in the U.S. Department of Justice's attempt to block its $440 million acquisition of EverWatch. On December 23, DOJ dismissed its lawsuit, officially ending the litigation after the Court permitted the parties to close the transaction.
DOJ filed a complaint under Section 1 of the Sherman Act and Section 7 of the Clayton Act challenging the transaction and sought a preliminary injunction to prevent the transaction from closing. However, the District of Maryland denied DOJ's requested injunction and permitted the parties to close their transaction. In denying the injunction, the Court rejected the DOJ's proposed single-transaction antitrust market limited to one government procurement. The Court also emphasized that there was no direct or indirect evidence that the proposed acquisition would lead to likely substantial anticompetitive effects.
Following the Court's ruling, DOJ sought a fourteen-day injunction of the decision. The Court once again rejected DOJ's effort to block Booz Allen's now-completed acquisition of EverWatch and DOJ's alternative request to mandate that all EverWatch assets be held separate after closing pending a potential appeal. This past week, DOJ dismissed its lawsuit—ending the parties' six-month battle.
The Court's decisions in this case are significant in that they address the role of Section 1 of the Sherman Act in challenging transactions and reject theories federal antitrust enforcers are pushing that could impact merger reviews moving forward.
Booz Allen is an American technology and management consulting firm headquartered in McLean, Virginia. The company's stated core business is to provide transformational consulting, analytics, digital solutions, engineering, and cyber services to military, government, and business leaders.
The Shearman & Sterling team below included associate Joe Granzotto.