Virgin Atlantic/Delta

On June 24, 2013, the U.S. Department of Justice (DOJ) and the European Commission (EC) cleared the proposed acquisition of joint control over Virgin Atlantic by Delta (replacing Singapore Airlines as a 49% minority shareholder) and Virgin Group (retaining its 51% stake). The transaction also involved the formation of a fully integrated joint venture between Delta and Virgin Atlantic, with a view to bringing together their passenger air transport operations on routes between the United Kingdom and North America. The U.S. Department of Transportation (DOT), which had the final say on granting antitrust immunity for the joint venture, gave its formal approval in September 2013. In the U.S., the DOJ closed its investigation without taking any action following a second request. A Compass Lexecon team including Dan Rubinfeld, Chip Bamberger, Bryan Keating, Theresa Sullivan, Sara Leshen, and Mihir Narain assisted Christine Varney, Yonatan Even, Margaret Segall, and Pierre Gemson at Cravath, Swaine & Moore LLP, outside counsel to Delta in the U.S. The team presented evidence demonstrating that the proposed joint venture would substantially enhance network quality to the benefit of consumers while the overlaps on trans-Atlantic routes did not raise competitive concerns. The EC’s clearance decision followed a Phase I investigation, during which the Commission’s investigation confirmed that in all markets the combined entity would continue to face competition from several strong competitors, notably British Airways and American Airlines. Compass Lexecon Europe’s team, including Jorge Padilla, Urs Haegler, Enrique Andreu, Eduard Barniol Barcons and Krishna Nandakumar, assisted Delta and its European legal adviser, Norton Rose Fulbright LLP, before the Commission, by quantifying the efficiencies created by the agreement, in particular with regard to schedule delay reductions, economies of density and the fare benefits for behind-and-beyond passengers that flow from the joint venture (‘out-of-market efficiencies’) on the London-New York and London-Boston routes.