When the EU Commission’s competition department, DG Comp, reviewed an acquisition involving a European manufacturer and a multi-billion-dollar U.S.-based manufacturer, they provided conditional approval for the deal, contingent upon an unprecedented provision.
For the purchase to move forward, the target company would need to identify and destroy all instances of specified third-party IP across its entire IT landscape. This was the first time DG Comp had ordered a data-driven remedy in a merger clearance decision. FTI Technology was engaged to advise on the matter and perform data remediation. Over the course of an 18-month engagement, the team solved organisational, technical and logistical barriers of the highest magnitude.
Hundreds of millions of files—including complex file formats such as technical drawings and structured data—scattered across four countries in two continents were subject to remediation under the DG Comp provision. DG Comp ordered the target company to use all available means to define instances commercially sensitive third-party IP. The definitions for what was considered in scope and thus ordered for removal from the client’s systems were constantly evolving throughout the matter, and the scale of documents identified for review and remediation exceeded that of a major litigation or investigation.
During the initial work of identifying data stores and sources, the target company was hit with a catastrophic ransomware attack. The IT environment was shut down for months, adding additional complexities and pressures to DG Comp deadlines. FTI Technology’s team was required to keep the project moving forward on-site, whilst the client rebuilt its IT environment, recovered business operations and investigated the incident. After a year of intensive work and with a critical delivery milestone approaching, the COVID-19 pandemic hit Europe and offices and borders began to close.
The onsite team was comprised of members from the FTI Technology Information Governance, E-Discovery and Investigations practices, spanned six countries and delivered a multitude of expertise in merger clearance investigations, technology and analytics. Key team leaders also provided critical business advising that helped the client navigate a wholly unprecedented, high-stakes exercise.
The Technology segment drew upon FTI Consulting’s breadth of expertise and resources to help accelerate remediation efforts and automate manual processes. The team worked relentlessly around the clock, through Christmas, New Year’s and multiple public holidays to meet DG Comp’s deadlines. Specific project deliverables included:
- Translation of vague requirements into an actionable and defensible search methodology.
- Navigation of a complex, multi-jurisdiction stakeholder landscape
- Collection, search and review across hundreds of diverse data sources.
- The highest possible sensitivity and control in handling corporate data and maintaining defensible methodologies.
- Expertise in the application of artificial intelligence and statistical analytics models.
- Development of proprietary technology to extract data from emerging data sources on cloud platforms.
- Processing for an immense volume of diverse data.
- Complex remediation with extensive quality control measures.
- Vetting, documentation and delivery of every stage of the matter, under the most extreme scrutiny, and consistent application of the most conservative interpretation of DG Comp’s mandate to use all means necessary.
- Development of a proactive compliance solution to identify and prevent inappropriate sharing of sensitive IP.
Hours before the team was set to present the project findings to DG Comp’s trustee, pandemic lockdowns were initiated, and borders began to close. The project team was forced to evacuate the country where the presentation was scheduled to take place. FTI Technology quickly pivoted to provide the presentations seamlessly from remote locations across borders. Also facing a shutdown of cross-border shipping, the team identified a private courier service to transport the data production to DG Comp.
This matter was the ultimate demonstration of FTI Technology’s ability to address critical business and data challenges of the highest magnitude. The process resulted in the identification and remediation of more than 230,000 files, compliance with merger clearance provisions and reduced legal and regulatory risk relating to the acquisition. The team’s unique blend of expertise across stakeholder management, competition and technology was indispensable to the fulfillment of DG Comp’s requirements and deadlines.
Despite significant hurdles faced throughout the pandemic, the team ensured seamless service and on-time, cross-border deliveries of data productions to DG Comp.
FTI Technology served as a trusted advisor to the C-suite of a major global corporation and its legal counsel during a time of significant uncertainty.