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Antitrust Counseling & Compliance 2019

Speaker(s): Alicia L. Downey, Andrew Robinson, Celia Goldwag Barenholtz, Gail Levine, Joseph S Betsko, Lisl J. Dunlop, M. Howard Morse, Paul H. Saint-Antoine, Suzanne Wachsstock
Recorded on: Oct. 18, 2019
PLI Program #: 249709

Gail Levine is a Deputy Director for the Bureau of Competition at the Federal Trade Commission.  She oversees a wide variety of mergers, conduct investigations, and antitrust litigation, particularly in health care and high tech.  Gail joined the FTC in October 2018.  
Gail joined Uber in 2016 as the Head of U.S. Regulatory Affairs, overseeing advocacy nationwide on a wide range of regulatory issues.  She later served as Director of U.S. Competition Law at Uber, overseeing antitrust litigation, deals, competition advocacy and counseling nationwide.  
Before joining Uber, Gail was Vice President and Associate General Counsel at Verizon Communications Inc., where she shaped the company’s patent policy program, led the patent prosecution team, directed the company’s Federal Trade Commission initiatives, and handled antitrust matters.  
Before joining Verizon, Gail was an attorney advisor to the Chairman of the Federal Trade Commission, advising on antitrust and intellectual property issues.  Before joining the Chairman's office, Gail was the FTC’s Deputy Assistant General Counsel.  She was a significant contributor to the FTC’s report on intellectual property and innovation, and she co-authored many other FTC reports on antitrust and high-tech issues.  Before joining the FTC, Gail was a trial lawyer in the Civil Division of the U.S. Department of Justice.  
Gail has served on the Council of the Antitrust Section of the American Bar Association, the ABA Presidential Transition Task Force, and the ABA Presidential Task Force on Pleading Standards.  

She clerked for Judge Royce Lamberth of the U.S. District Court for the District of Columbia and Judge Patrick Higginbotham of the U.S. Court of Appeals for the Fifth Circuit.  She graduated magna cum laude from Harvard Law School, where she was an editor of the Harvard Law Review.

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. 

• 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 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. 

Howard has recently represented

  • 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;
  • Meredith Corporation in its $2.8 billion acquisition of Time Inc., combining the companies’ magazine portfolios;
  • 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, 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 "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.


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.


Suzanne is Chief Antitrust Counsel at Walmart, with global responsibility for the company’s antitrust policy and strategy.  Among other areas of focus, she oversees antitrust counseling across the company’s business units; handles regulatory inquiries from competition agencies; partners with the compliance and ethics teams to enhance and implement the company’s antitrust compliance program; works closely with the corporate development and business teams on all antitrust aspects of M&A, JV and other transactions; and partners with the government affairs, public policy and litigation teams on antitrust-related matters.

Suzanne is also a leader in the American Bar Association’s Section of Antitrust Law and a frequent speaker on antitrust topics.  She was recently elected a member of the Section’s Leadership Council, and previously a co-chair of the Section’s Corporate Counseling Committee and held leadership roles on the International, Financial Services and Distribution and Franchising Committees.  She currently sits on the Antitrust Council of the US Chamber of Commerce and on the board of Women@Competition Americas.  Suzanne received the 2015 International Law Office/Associate Counsel Association’s global individual award for in-house antitrust counsel, and has been profiled as a leading antitrust attorney in Global Competition Review’s “Women in Antitrust” report.

Suzanne received her J.D. from Harvard Law School and her A.B. from Harvard College.  Before joining Walmart in 2019, Suzanne spent 11 years as Chief Antitrust Counsel at American Express, after a career in private practice, beginning at Davis Polk & Wardwell and ultimately as a partner at Wiggin and Dana LLP, where she co-led the Firm’s Antitrust and Consumer Protection Group and was active in the Firm’s hiring, ethics, and diversity committees.

Suzanne is based in Washington, DC.

Joe has been an antitrust enforcer with Pennsylvania Office of Attorney General since 1998 and is presently a Senior Deputy Attorney General within the Antitrust Section.  He is presently chair of the Petroleum Industry Working Group within the NAAG Antitrust Task Force.  He has also served as chair of the Telecommunications Industry Working Group.  He recently led the Nexstar/Tribune multistate working group and secured a proposed supplemental final judgment to provide joining States with compliance inspection rights as well as further enforcement and notification rights absent in the proposed final judgment.  In advancing the development of state antitrust law in Pennsylvania, he drafted the recently published notice of proposed rulemaking to establish certain antitrust conduct as unfair methods of competition under the Pennsylvania Unfair Trade Practices and Consumer Protection Law.  Also, he successfully briefed and argued for the judicial recognition of a cause of action for antitrust conduct under the Pennsylvania Unfair Trade Practices and Consumer Protection Law in Anadarko Petroleum Corp. v. Commonwealth, 206 A.3d 51 (Pa.Cmwlth. 2019).

Andrew Robinson serves as Counsel to the Assistant Attorney General, working on a range of civil antitrust matters.  Andrew joined the Front Office of the Antitrust Division from the Healthcare and Consumer Products section, where he spent two years as a trial attorney.  Prior to joining the Department of Justice, Andrew was an associate in the Washington, D.C. office of an international law firm, where he focused on antitrust litigation.

Celia Goldwag Barenholtz is a senior trial lawyer with 35+ years of experience litigating high-stakes cases.
Celia's practice covers a wide range of complex commercial, media and intellectual property litigations and
arbitrations. She also represents lawyers and law firms in cases alleging malpractice and fraud, as well as
defending institutions and individuals involved in criminal, regulatory and internal investigations.

Celia is a Fellow of the American College of Trial Lawyers, and has been listed among the industry's leading
practitioners in the legal guides Chambers USA, Best Lawyers in America, Legal 500 US, Benchmark
Litigation and New York Super Lawyers.  

Celia has served on a number of bar association ethics committees and has served as a member of the
Committee on Grievances Panels of Attorneys for the U.S. District Courts for the Southern and Eastern
Districts of New York.  Celia is a lecturer in law at Columbia University School of law where she teaches a seminar on professional responsibility.  

Prior to joining Cooley, Celia served as an Assistant United States Attorney in the Southern District of New York, where she tried white-collar criminal cases and served as Chief Appellate Attorney for the Criminal Division.

Celia received her JD from Columbia University School of Law.  Following her graduation from law school, she clerked for the Hon. Eugene H. Nickerson, U.S. District Court, Eastern District of New York.  Celia received her BA from Grinnell College.  


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.