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Antitrust Counseling & Compliance 2018


Speaker(s): Alicia L. Downey, Elinor R. Hoffmann, Joseph Muoio, Lisa C. Wood, Lisl J. Dunlop, M. Howard Morse, Paul H. Saint-Antoine, William H. Efron
Recorded on: Oct. 31, 2018
PLI Program #: 219022

Lisa Wood has over 35 years of experience handling complex business litigation, principally in the areas of securities fraud, accountant’s liability, and antitrust. In recognition of her effectiveness as a litigator and antitrust counselor, Lisa has been selected for inclusion in The Best Lawyers in America, Massachusetts SuperLawyers and Chambers USA, which cited her as "one of the top litigators in Boston."

Lisa’s client representation reflects the breadth of her litigation practice. She has represented many different accounting firms, including all of the “Big Four” and other national, regional and local firms, in securities and accounting malpractice claims, and in regulatory investigations by the SEC, IRS, PCAOB and other federal and state authorities. Lisa also represents companies in federal securities and antitrust litigations, and in government investigations by the FTC, the Department of Justice, and SEC. Lastly, Lisa has an active antitrust counseling practice.

In addition to her active litigation practice, Lisa plays a lead role in firm governance, chairing the Litigation Department, and serving on the Distribution and Billing and Intake Committees. She has been instrumental in developing alternative fee arrangements, implementing sophisticated billing and case management systems for complex litigation matters, instilling a client service discipline on case teams and participating in many preferred provider programs with her clients. According to Chambers, “her work and achievements have been incredible; she’s very efficient and client-focused.”


Alicia Downey is a Boston-based lawyer who helps clients develop antitrust-compliant pricing and marketing strategies, minimum advertised price policies, joint ventures, and distribution relationships in diverse industries such as consumer goods, agriculture, medical devices, motor vehicles, and high technology. 
Alicia is featured as a leading antitrust lawyer in Chambers USA Guide to America’s Leading Lawyers for Business, which notes that she is described by market sources as “outstanding,” as well as “excellent at civil litigation and compliance.”
In addition to serving in various leadership positions in the ABA Section of Antitrust Law and the ABA Business Law Section, Alicia is a contributing author to the treatise Antitrust Advisor (Thomson Reuters) and the first and second editions of Law and Economics of Product Distribution, published by the ABA Section of Antitrust Law.
Alicia received her J.D., magna cum laude, from Boston College Law School and holds undergraduate and graduate degrees from Harvard University. Prior to entering private practice, she was a law clerk to Justice Herbert P. Wilkins of the Massachusetts Supreme Judicial Court. 

RECENT PRESENTATIONS AND PUBLICATIONS
• The Robinson-Patman Act and E-Commerce: Making Sense of an Old Law in the Internet Age, ABA Section of Antitrust Law Teleprogram (Apr. 18, 2019)
• Social Media for Antitrust Lawyers, podcast hosted by Legal Talk Network at the ABA Section of Antitrust Law Spring Meeting (Mar. 28, 2019)
• Antitrust Counseling and Compliance 2018, Practising Law Institute, New York, N.Y. (Oct. 31, 2018)
• Annual Antitrust Update for Business Lawyers, ABA Business Law Section Annual Meeting, Chicago, Ill. (Sept. 13, 2018)
• Antitrust Aftermarkets, ABA Section of Antitrust Law (Mar. 14, 2018)
• Antitrust Counseling and Compliance 2017, Practising Law Institute, New York, N.Y. (Nov. 1, 2017)
• Annual Antitrust Update for Business Lawyers, ABA Business Law Section Annual Meeting, Chicago, IL (Sept. 14, 2017)
• Robinson-Patman Act: Revival of an Endangered Species?, ABA Section of Antitrust Law Spring Meeting, Washington, D.C. (Mar. 29, 2017)
• Antitrust Counseling and Compliance 2016, Practising Law Institute, New York, N.Y. 
(Sept. 28, 2016)
• Annual Antitrust Update for Business Lawyers, ABA Business Law Section Annual Meeting, Boston, MA (Sept. 8, 2016)
• Counseling the Confused Client: Common Misperceptions About the Do’s and Don’ts of Distribution, ABA Section of Antitrust Law, Distribution & Franchising Committee teleprogram (June 27, 2016)
 


Howard Morse is a Washington-DC based partner and former chair of Cooley LLP’s antitrust and competition practice group. He represents businesses before the U.S. Department of Justice, Federal Trade Commission, and State Attorneys General in investigations of mergers and acquisitions as well as monopolization, restraint of trade and unfair and deceptive practices.

Howard regularly helps businesses navigate mergers and acquisitions through HSR regulatory reviews, particularly in the pharmaceutical, biotech and medical device, computer hardware and software, and other high-tech industries. 

Howard has recently represented

  • Meredith Corporation in its $2.8 billion sale of its local television station business to Gray Television, Inc. and its earlier $2.8 billion acquisition of Time Inc., combining the companies’ magazine portfolios;
  • Five Prime Therapeutics in its $1.9 billion sale to Amgen, combining the firms’ immune-oncology drug portfolios
  • Prasco, LLC in its acquisition of six generic drugs resolving antitrust issues raised by the combination of Pfizer Upjohn and Mylan in Viatris
  • Cornerstone OnDemand, a global leader in people development solutions, in its acquisition of talent experience solutions competitor Saba Software for $1.3 billion
  • TiVo in its $3 billion merger with Xperi, creating a leading consumer and entertainment technology business and one of the industry’s largest intellectual property licensing platforms
  • ZOLL Medical Corporation, a manufacturer of medical devices, in its acquisition of Cardiac Science Corporation, combining the two leading manufacturers of automated external defibrillators (AEDs), allowing the firm to place lifesaving technology into the hands of more lay rescuers and first responders during medical emergencies
  • Minute Key, the leading supplier of self-service key duplication kiosks, in its sale to the Hillman Group, the leading full-service key cutting platform;
  • Abaxis Inc., a leading provider of veterinary point-of-care diagnostic instruments, in its $2 billion sale to Zoetis Inc., combining their animal health businesses;
  • Zeltiq Aesthetics in its $2.4 billion sale to Allergan plc., combining Zeltiq’s flagship CoolSculpting body contouring system with Allergan’s global aesthetics business;
  • Rovi in its $1.1 billion acquisition of Tivo, combining two media and entertainment technology innovators;
  • Objet in its merger with Stratasys to form the leading player in 3-D printing, and the merged firm in acquisitions of MakerBot, Solid Concepts and Harvest Technologies; and
  • Sazerac, Inc., the largest privately-owned spirits company in the U.S., in a number of acquisitions including of the Canadian Mist, Early Times, and Seagram’s VO, Paul Masson Grande Amber brandy, and Southern Comfort brands.

Each of these transactions was cleared by the antitrust authorities after close review.

Howard served for ten years at the FTC where he was Assistant Director of the Bureau of Competition and Deputy Assistant Director for Policy. He was responsible for more than 75 enforcement actions while at the FTC and received the FTC’s Award for Superior Service for “furthering the Commission’s Merger Enforcement Program” and for “advancing the antitrust mission of the Federal Trade Commission in innovation markets and high technology industries.”

Howard has been active in the ABA Antitrust Section, serving on the Section’s Council as well as chairing its Federal Civil Enforcement, Computer Industry, Intellectual Property, and Exemptions and Immunities committees, and serving as editor of the Annual Review of Antitrust Law Developments book.

Howard is recognized as a leading antitrust lawyer by Best Lawyers in America, Chambers USA, Euromoney’s Expert Guides to the World’s Leading Competition Lawyers, Super Lawyers, Who’s Who Legal: Competition, and has been recognized as a Client Service All-Star by BTI.

Chambers has described Howard as "very practical and creative," “steady,” with “an excellent understanding of the inner workings of the FTC,” "a well-respected antitrust counselor, particularly experienced in advising hi-tech companies on the intersection between antitrust and IP law" and “well regarded for his work on both the transactional and litigation side of antitrust matters.”

Howard is a graduate of Dartmouth College and Harvard Law School.  When not helping clients, Howard can be found sailing, scuba diving, skiing, or traveling with his family.


Joseph Muoio is an Assistant Chief in the New York Office of the Antitrust Division. He has spent more than 25 years with the Antitrust Division including over 15 years as Assistant Chief of the Philadelphia Office. He also has been detailed twice to the U.S. Attorney's Office for the District of New Jersey as a Special Assistant U.S. Attorney and detailed once to the CFTC's office in New York.  Joe began his career as an associate with Baker & Hostetler in Washington, D.C. after receiving his J.D. from the University of Pennsylvania Law School.


Lisl Dunlop has more than twenty-five years of experience in antitrust and competition issues, including counseling, litigation, and transactions. Lisl guides clients through the antitrust-related aspects of mergers and acquisitions, joint ventures and other combinations; represents clients in antitrust investigations; and has represented major corporations in complex antitrust litigations. Lisl’s clients include leading U.S. and multinational companies in a broad range of industries, including the media, technology, and healthcare sectors.

Lisl's wide-ranging international experience includes appearing before U.S. antitrust enforcement agencies, the European Commission, and UK and Australian antitrust authorities. She has led clients through multilateral investigations, and coordinated the multijurisdictional defense of transactions throughout the world.

Lisl is an active speaker and writer on antitrust issues and has been recognized as a leading antitrust lawyer in Chambers USA, The Legal 500, and Global Competition Review.


 


William H. Efron is the Director of the Federal Trade Commission’s Northeast Regional Office.  On behalf of the FTC’s Bureau of Competition, he oversees merger and conduct investigations and litigations.  On behalf of the FTC’s Bureau of Consumer Protection, he oversees investigations and litigations involving unfair, deceptive and fraudulent practices.  Prior to joining the FTC, Mr. Efron was an associate at Simpson Thacher & Bartlett LLP. He received his J.D. from the University of Virginia School of Law and his B.A. from the University of Pennsylvania.


Elinor R. Hoffmann is Deputy Chief of the New York Attorney General’s Antitrust Bureau and Special Counsel to the Economic Justice Division.  She focuses on antitrust issues arising under state and federal laws in diverse markets, including health care, pharmaceuticals and financial services.  She is also an Adjunct Professor of Law at Brooklyn Law School where she teaches courses in Antitrust and Antitrust Issues in Health Care, and serves on the Advisory Board of the Health Law Fellowship program. Prior to joining the Office of the Attorney General, she was a partner in the firm of Coudert Brothers LLP for 16 years.


Paul is a partner at Drinker Biddle & Reath LLP and co-head of the firm’s Antitrust Group.  His practice includes both antitrust litigation and counseling, with an emphasis on antitrust disputes involving pharmaceuticals and hi-tech industries.

Since 2002, Paul has been active in the leadership of the ABA’s Antitrust Section, including as co-chair of the Intellectual Property Committee and currently as vice chair of the Pricing Conduct Committee.  He has written and spoken on a variety of antitrust topics and served as the editor-in-chief of “Federal Antitrust Guidelines for the Licensing of Intellectual Property” (Second Edition).

Paul graduated from the Columbia Law School (J.D., 1989, Harlan Fiske Stone Scholar) and Kenyon College (A.B., 1986, summa cum laude).  Chambers USA has identified Paul since 2003 has one of the leading antitrust lawyers in Pennsylvania.