Skip to main content

Antitrust Enforcement in the Trump Administration: What Companies Need to Know


Speaker(s): M. Howard Morse, Megan Browdie
Recorded on: Sep. 7, 2017
PLI Program #: 222751

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 involving mergers and acquisitions as well as monopolization, restraint of trade and unfair and deceptive practices. 

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

  • ZOLL Medical Corporation in its acquisition of Cardiac Science Corporation, combining the firms’ automated external defibrillator product lines; 
  • Minute Key in its sale to the Hillman Group, combining the innovative leader is self-service key duplication kiosks withthe leading full-service key cutting platform; 
  • Meredith Corporation in its $2.8 billion acquisition of Time Inc., combining the companies’ magazine portfolios; 
  • Abaxis Inc. 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 contouringsystem with Allergan’s global aesthetics business; and
  • Rovi in its $1.1 billion acquisition of Tivo, combining two media and entertainment technology innovators. 

Each of these transactions was cleared by the antitrust authorities after intense scrutiny.

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 has been recognized as a leading antitrust lawyer by Best Lawyers in America, Chambers, 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 "both knowledgeable and practical," "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.

 


Megan Browdie is an associate in Cooley's Antitrust & Competition practice group, resident in the firm's Washington, DC office.

Megan advises clients on antitrust issues, including with respect to mergers and acquisitions, compliance with the Hart-Scott-Rodino Act, licensing of intellectual property, and distribution. She has experience in matters before the Department of Justice, Federal Trade Commission, and state attorneys general, as well as in federal court. Megan has worked with clients in a number of industries, including automotive, consumer goods, computer hardware and software, financial services, oil and gas, pharmaceuticals and medical devices, publishing, and telecommunications.

Recent matters include:

  • Bertelsmann – Obtained clearance for Bertelsmann subsidiary Random House's proposed book publishing venture with Penguin, combining the two largest book publishers in the country.
  • Delphi Automotive – Represented Delphi Automotive on US antitrust aspects of mergers and acquisitions, including the company's $727 million sale of its thermal business to MAHLE GmbH.
  • Kodak – Defended Kodak against allegations of illegal tying and monopolization in Collins v. Kodak, which settled on confidential terms. On team that successfully argued for a new standard for implicit (i.e., non-contractual) tying in Sixth Circuit.
  • Millennial Media – Represented Millennial Media, a leading independent mobile advertising and data platform, before the FTC in connection with its acquisition of Jumptap, a mobile advertising platform focused on programmatic and mobile-first approach to reaching audiences.
  • NetScout Systems – Represented NetScout, a provider of performance analytics and operational intelligence solutions for telecommunications service provider and enterprise customers, in obtaining unconditional DOJ clearance of NetScout's proposed $2.6 billion acquisition of the Communications Business of Danaher Corporation. DOJ issued a Second Request but closed its investigation without imposing any remedial conditions on the parties.
  • Qualcomm – Represented Qualcomm in connection with several deals, including sale of its Omnitracs business to Vista Equity and its acquisition of Wilocity.
  • Snyder's-Lance – Represented Snyder's-Lance in obtaining FTC clearance for its acquisition of Snack Factory/Pretzel Crisps.
    • Tesoro – Represented Tesoro before the FTC in nine-month investigation of Tesoro's proposed $1.3 billion acquisition of British Petroleum's Southern California Refining and Marketing business and other related assets. Cooley received both FTC and California AG clearances for Tesoro by proving that the proposed acquisition would not raise gasoline prices or otherwise lessen competition in California, despite the FTC previously blocking several similar refinery acquisitions in California.

Megan is active in the antitrust bar, where she serves as the Young Lawyer Representative to the ABA Antitrust Section's Mergers and Acquisitions Committee. She has spoken on "Recent Developments" for the Health Care and Pharmaceuticals Committee, contributed to the DOJ Civil Antitrust Practice and Procedure Manual, and been published in the Federal Civil Enforcement Committee newsletter. She is also a member of Cooley's DC office pro bono committee.

Megan was recognized by Super Lawyers as a "Rising Star" in antitrust.

Megan graduated from Georgetown University Law Center, where she was the Executive Notes Editor of the Georgetown Journal of Legal Ethics. While attending Georgetown she interned at the Bureau of Competition at the Federal Trade Commission.

Education

  • Georgetown University Law Center
    JD, 2010
  • Case Western Reserve University
    BS Mechanical Engineering, 2006

Bar Admissions

  • District of Columbia
  • New York

Related Media

Related Practices