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Antitrust Counseling & Compliance 2021


Speaker(s): D. Daniel Sokol, Jodie Williams, Kathleen S. O'Neill, Lisa C. Wood, Lisl J. Dunlop, M. Howard Morse, Megan Browdie, Sarah Oxenham Allen
Recorded on: Oct. 7, 2021
PLI Program #: 305063

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.”


D. Daniel Sokol is a Professor of Law and an Affiliate Professor on Business.  At USC, he serves as faculty director of USC Gould School of Law’s Center for Transnational Law and Business and the co-director of the Marshall School of Business’ Initiative on Digital Competition.  Additionally, in a part time capacity, he serves as Senior Advisor at White & Case LLP.

Professor Sokol focuses his teaching and scholarship on complex business issues from early stage start-ups to large, multinational businesses and the issues that businesses face regarding competition: antitrust, data breaches, corporate governance, compliance, innovation, IP, M&A, collusion, technological transformation, and global business regulation.

Sokol is among the top 10 most cited antitrust law professors in the past five years. He also has testified or presented his work to antitrust authorities and practitioner groups in the U.S. and around the world in addition to presenting his work to academic audiences.

He is a member of the American Law Institute. He also serves as academic advisor to the United States Chamber of Commerce and as a non-governmental Advisor to the International Competition Network and co-chairs the ABA Antitrust Section’s IP Committee.

Prior to joining USC, Sokol taught at the University of Florida.  He also has taught, among other institutions, at the Catholic University of Chile, University of Melbourne, University of Haifa, University of Tokyo and Northwestern University.

Among his books in the past decade are: The Cambridge Handbook of Compliance (Cambridge University Press 2021); Antitrust Procedural Fairness (Oxford University Press 2019); Patent Assertion Entities and Competition Policy (Cambridge University Press 2017); The Cambridge Handbook of Antitrust, Intellectual Property, and High Tech (Cambridge University Press 2017); The Oxford Handbook of International Antitrust Economics, Volume 1 (Oxford University Press 2014); The Oxford Handbook of International Antitrust Economics, Volume 2 (Oxford University Press 2014); Global Antitrust Compliance Handbook (Oxford University Press 2014); Competition and the State (Stanford University Press 2014); Competition Law and Development (Stanford University Press 2013); and The Global Limits of Competition Law (Stanford University Press 2012).


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.


Kathy O’Neill is the DOJ Antitrust Division’s Senior Director of Investigations and Litigation.  She is the senior-most career civil antitrust attorney in the Antitrust Division’s front office, with responsibility over civil merger and conduct investigations and litigation.  Before joining the Division’s front office, Kathy served as Chief of the Transportation, Energy, and Agriculture Section. 

Kathy has been with the Division for 14 years.  Prior to joining the Division, she worked and as an assistant attorney general for the New York State Attorney General, an attorney advisor for the Federal Communications Commission, and in private practice.  Kathy has played a leading role in advancing numerous high-profile matters, including, the Division’s investigation and settlement of Bayer’s proposed acquisition of Monsanto; the Division’s civil investigation of a big-rigging conspiracy by several South Korea-based companies, which resulted in record-setting settlements under Section 4A of the Clayton Act; and the Division’s successful challenge to Halliburton’s proposed acquisition of Baker Hughes.  Kathy also played a prominent role in the litigation and settlement of U.S. v. US Airways Group, Inc. and AMR Corp in 2013 and the Division’s successful litigation efforts in U.S. v. NCM and Screenvision in 2015, U.S. v. AT&T, Inc., T-Mobile USA, Inc. and Deutsche Telekom AG in 2011, and U.S. v. JBS S.A. in 2008.

Kathy received her J.D. from Tulane Law School and her B.A. from the University of Pennsylvania.


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.


 


Megan Browdie solves clients’ antitrust issues, including guiding transactions through merger review and representing clients in government investigations and litigation. She regularly counsels clients on a variety of topics including pricing practices, licensing of intellectual property and other distribution issues. Megan has helped to secure critical wins for clients in a number of cases and has experience in matters before the Department of Justice, Federal Trade Commission and state antitrust authorities, as well as in federal court.

Megan works with clients in a number of industries, including automotive, consumer goods, computer hardware, financial services, IoT, oil and gas, pharmaceuticals and medical devices, software and telecommunications.

Megan maintains a vibrant pro bono practice, primarily working with families and caregivers in the Washington, DC area. Megan is also an active member of the American Bar Association’s Section of Antitrust Law, currently serving as an Editor of the Section’s Antitrust Law Developments, 9th Edition.


Sarah is the Chair of the Antitrust Taskforce for the National Association of Attorneys General (NAAG) and a Senior Assistant Attorney General and Unit Manager of the Antitrust Unit in the Virginia Attorney General’s Office.

Sarah represents the Commonwealth of Virginia in numerous merger and conduct antitrust cases, including the FTC and States’ lawsuit against Vyera Pharmaceuticals and its former chairman Martin Shkreli, the States’ challenge to the T-Mobile/Sprint merger, DOJ’s and the multistate challenges to the Aetna/Humana and Anthem/Cigna mergers, and the FTC’s and multistate challenge to the Sysco - USFoods merger. She handled the states’ economic expert during the liability portion of the ebooks price-fixing case against Apple in New York and the states’ supply-chain industry expert in the Ovcon antitrust case against manufacturers Warner-Chilcott and Barr Pharmaceuticals. She is currently working with the states’ expert in the Suboxone product hop case against Indivior and Acquestive Therapeutics.

Before coming to the Virginia Attorney General’s Office, Sarah worked at the Federal Trade Commission for eight years, where she was on the FTC v. Toys “R” Us administrative trial team, was the lead staff attorney for the FTC’s settlement with American Cyanamid, and had a detail as an attorney-advisor to Commissioner Sheila Anthony.


Jodie Williams is Senior Legal Counsel at Qualcomm, Inc. where she leads antitrust compliance efforts for Qualcomm Technology Licensing (QTL) and advises on global antitrust issues.  Prior to joining Qualcomm, Jodie was a partner with a boutique antitrust law firm and litigated complex antitrust cases around the country.  Jodie began her career as an attorney with the Federal Trade Commission, Bureau of Competition.