Karoline Phillips is a senior associate in the EU, Competition and Trade department of Baker McKenzie's office in London, with experience advising private equity firms as well as industry clients in a wide range of sectors (including consumer goods, energy, pharmaceutical, agro-chemical and oil & gas) on merger control and behavioral competition issues, as well as the application of foreign direct investment rules. She has been recognized by Legal 500 for EU & Competition law (2017).
Prior to joining Baker McKenzie in October 2018 from another global law firm, she acted for Monsanto Company in its USD 66 billion acquisition by Bayer, assisting in obtaining merger control clearances from the European Commission and other regulators outside North America.
Karoline has particular experience advising on EU and multijurisdictional merger control and understands the importance of strategically engaging with global competition regulators. She has also helped clients navigate the specifics of the UK's voluntary merger control system (including procedural aspects such as managing interim measures). Karoline also advises on competition law compliance, including pre-closing information exchange and integration planning, as well as designing compliant strategies for distribution and pricing. She is experienced in delivering tailored training to clients on competition law issue spotting and legal developments.
In an investigations context, Karoline has assisted several pharmaceutical company clients in two conduct investigations by dawn raid carried out by the Competition and Markets Authority. She has also helped several clients in the pharmaceutical sector navigate internal investigations into suspected anti-competitive conduct and conduct internal competition law compliance audits.
Representative Legal Matters
- Acted for Platinum Equity in obtaining clearance from the European Commission with respect to the USD 2.5 billion acquisition of Multi-Color Corporation (a global label manufacturer).
- Represented Platinum Equity in obtaining clearance from the Competition and Markets Authority and other national competition authorities in relation to the USD 1.9 billion acquisition of Wesco Aircraft Holdings Inc (a global aerospace parts distributor).
- Advised GSK on competition law aspects concerning its consumer healthcare joint venture with Pfizer.
- Advised Inter Terminals in relation to a potential merger control review by the UK Competition and Markets Authority of its acquisition of NuStar Energy's bulk liquid storage business and preparation for an initial enforcement order.
- Advising companies in a range of sectors (transportation, software, chemicals, defence and technology) and private equity investors on the applicability of UK thresholds to assess the national security implications of planned investment targets.
- Assisted L'Oréal in defending a selective distribution agreement, in the context of a challenge brought by an aspirant distributor.
- Advising global consumer goods companies on the design of wholesale pricing and various competition issues arising from the operation of selective distribution strategies.
Prior to joining Baker McKenzie, Karoline worked on the following representative cases:
- Represented Monsanto Company in obtaining Phase II merger clearance with disposals from the European Commission and other ex-North America clearances, for its USD 66 billion acquisition by Bayer.
- Provided Fair Wear Foundation and other NGOs with competition law advice and compliance training relating to a proposal for the introduction of a living wage for garment factory workers.
- Assisted global pharmaceutical companies in relation to competition dawn raids in the UK and a subsequent internal competition law audit in relation to price-setting processes and pricing compliance, conducted as part of the investigation close-out.
- Advised General Electric on the merger control aspects of its acquisition of Doosan's Heat Recovery Steam Generator Business.
- Assisted Mondelēz International Inc. in obtaining Phase II merger clearance with disposals from the European Commission and several national competition authorities for its USD 3.9 billion investment in a coffee joint venture with D.E. Master Blenders.
- England & Wales~United Kingdom (2015)
- Ireland (Solicitor) (2016)
- King's College London, UK (Post Graduate Diploma EU Competition Law) (2019)
- The College of Law (Legal Practice Course, Distinction) (2013)
- The College of Law (Graduate Diploma in Law, Distinction) (2012)
- University of Warwick (BSc Psychology, First Class) (2010)
Author, "Information Requests in UK Merger Cases: How to Avoid a Procedural Investigation," Baker McKenzie Client Alert, February 2020
Coordinator and contributor, "COVID-19 and Antitrust Law Global Update," March 2020
Presenter in the webinar series "EU & UK Competition Law: Essential Knowledge for In-House Lawyers: Mastering the Basics for Your Business," Distribution dos and don'ts, May 2020
Panelist at ABA Joint Conduct Committee webinar, "Civil Enforcement of Joint Conduct," reporting on competition enforcement trends in US and EU, December 2019
Presenter, "UK National Security Mergers: Current State of Play and Proposed Long-Term Reforms," Baker McKenzie Foreign Investment Review Roundtable, Brussels, February 2019