Jon B. Dubrow is a partner in the law firm of McDermott Will & Emery LLP and is based in the Firm’s Washington, D.C. office. Jon is a member of the Firm’s Antitrust and Competition Practice Group. He focuses his practice on defending mergers, acquisitions and joint ventures before the Department of Justice, the Federal Trade Commission and foreign competition authorities, as well as antitrust and commercial litigation. Jon also provides counseling on distribution issues and a wide variety of other competition-related matters.
Jon is AV rated by Martindale-Hubbell and is listed in Who’s Who in American Law. He was also ranked as a leading antitrust lawyer by The Legal 500 United States. Jon frequently publishes on issues of interest in competition law, including the antitrust chapter in the ABA’s “Best Practices in the Acquisition of a Government Contractor.” Jon also wrote a ground breaking Antitrust Law Journal article on the antitrust implications of partial equity acquisitions, which has been cited in litigation and in the ABA’s comments on the 2010 Merger Guidelines, the ABA’s handbook on understanding antitrust issues in M&A transactions and numerous other subsequent articles addressing this important antitrust issue.
Transactions/Counseling
Jon has provided antitrust counseling on several hundred transactions. Jon has appeared before the FTC/DOJ in dozens of substantive merger investigations, including numerous “second requests.” Jon has filed and/or managed the preparation of hundreds of HSR premerger notification forms and provided HSR counseling on many additional matters. Jon has also managed multinational merger filings in numerous transactions. Jon frequently represents the interests of third-parties who are threatened with harm by mergers or acquisitions involving their competitors or suppliers. Jon regularly counsels clients on a broad range of antitrust issues including information exchanges, teaming agreements, joint venture ancillary restraints and distribution practices (pricing restraints, price discrimination, exclusive distribution issues, dealer termination, exclusive dealing and others).
Litigation
Jon has handled a wide variety of antitrust claims in litigation. These cases have involved Sherman Act monopolization and conspiracy claims involving a variety of conduct including alleged price fixing, market allocation, tying, "bundled discounts," "aftermarket" parts and services, theft of trade secrets, defamation, other business torts and a variety of other alleged anticompetitive conduct. Jon has also defended governmental challenges to mergers or acquisitions under Section 7 of the Clayton Act.
Industries
Jon has represented clients in transactions, investigations or cases in industries that include, among others: ammunition; artificial sweeteners; beverage alcohol (manufacture; distribution); candy; computer products (hardware and software); construction equipment; construction materials (aggregates; cement); consumer products packaging (tubes; tins; packets); dairy products; defense products (electronics; radar; sonar; missiles; satellites; aircraft; aircraft refurbishment; others); distribution (beverage alcohol; paper products; chemicals; others); engineering/technical services; environmental remediation services; explosives; explosives detection equipment; food products and ingredients; gypsum wallboard; hospitals; ice cream; industrial chemicals; industrial refrigeration; industrial gas cylinders; information technology outsourcing; mail handling equipment; medical devices (spinal; diabetes; obesity; others); natural resources/minerals; oil & gas pipelines; paper products; pet food; pharmaceuticals and biotech; restaurants; satellite services; software; space systems (satellite manufacturing; launch vehicles; ground systems; payloads); steel products; telecommunications products and services.
Representative Experience
Transactions
- Merger of Blackboard, Inc., and WebCT, Inc., two leading suppliers of course management software
- Merger of Lockheed Martin and Martin Marietta, and subsequent acquisition of Loral Corporation creating the world’s largest U.S. defense contractor
- Successfully defended dozens of acquisitions in the aerospace and defense industry
- Diageo’s acquisition of Seagrams, creating the world’s largest beverage alcohol supplier
- Combination of L&H and Dragon Systems, two leading speech recognition software firms
- Joint venture among Lockheed Martin and Boeing to combine their space launch businesses into United Launch Alliance
- Successful review of numerous medical device and pharmaceutical/biologics acquisitions
- Worthington Industries acquisition of Unimast steel framing business
- Obtained clearance for The Williams Companies’ acquisition of pipeline assets from Sun
- Obtained clearance for merger of four cooperatives to create Dairy Farmers of America
Litigations
- Defending Amgen in false claims act litigation (U.S. ex rel Westmoreland v. Amgen)
- Defended Amgen in tying case based on bundled discounts, obtaining dismissal for failure to state a claim due to lack of standing for indirect purchasers, as well as finding that bundled discounting arrangement did not constitute a tying arrangement. (Warren General Hospital v. Amgen)
- Successfully defended Sherman Act Section 1 claims, and successful prosecution of trademark counterclaims arising from a dealer termination (Sea Roy v. Multiquip)
- Obtained dismissal of antitrust counterclaims to a patent infringement lawsuit (Medtronic Minimed v. Smiths Medical)
- Successfully opposed motion to dismiss and summary judgment in monopolization case (Lockheed Martin v. Boeing)
- Defended Lockheed Martin against monopolization and tortious interference claims involving aftermarket service on P-3 aircraft (L-3 Communications Integrated Systems v. Lockheed Martin.)
- Obtained dismissal of class action on behalf of taxpayers alleging that limitation of free tax preparation services to high income taxpayers constituted an antitrust conspiracy, including successful defense on appeal to the U.S. Court of Appeals for the Third Circuit (Byers v. Intuit, et. al.)
- Obtained summary judgment dismissing a direct purchaser class action complaint alleging price fixing in the Aspartame industry. Upheld on appeal to the Third Circuit (In re Aspartame Antitrust Litig.)
- Defended Amgen in obtaining dismissal of monopolization counterclaims brought by Roche challenging Amgen pricing, discounting and contracting arrangements (Roche v. Amgen)
- Defended Amgen in monopolization case, defeating preliminary injunction seeking to enjoin bundled discount arrangement on pharmaceuticals(Ortho Biotech v. Amgen)
- Represented major medical device company in obtaining dismissal of antitrust claims in non-public arbitration
- Defended Lockheed Martin against DOJ challenge to proposed acquisition of Northrop Grumman (US v. Lockheed Martin)
- Defended against FTC challenge to acquisition of hospitals in Florida
(FTC v. Columbia Hospital Corporation)
Education
- University of Pennsylvania Law School, J.D. (cum laude, Order of the Coif), 1992
- University of Virginia, B.A., 1988
