Overview
Jon Dubrow is co-head of McDermott’s Antitrust Mergers Focus Group and is a strategic advisor serving clients across a host of inter-related antitrust issues, including mergers and acquisitions (M&A) transactions / merger clearance, counseling and litigation. Jon leads the defense of mergers, acquisitions and joint ventures before the Department of Justice, the Federal Trade Commission and other international competition authorities. He also regularly assists third parties whose interests are adversely affected by proposed transactions. Jon also is experienced in antitrust litigation. He provides counseling on distribution issues, contracting arrangements and a wide variety of other competition-related matters.
Jon obtains clearance in the initial review period even for transactions raising significant substantive issues, avoiding the time and cost of a second request. He takes a very proactive approach in managing the regulatory review process designed to minimize the potential need for an in depth government investigation. He has filed and managed the preparation of hundreds of Hart-Scott-Rodino (HSR) premerger notification forms and regularly provides HSR counseling. He has also managed multinational merger filings in numerous transactions. Jon frequently teams with regional corporate law firms, allowing them to offer sophisticated and seamless antitrust M&A services to their clients when they do not have internal capacity.
Jon counsels clients on a broad range of antitrust issues, including information exchanges, teaming agreements, joint venture ancillary restraints and distribution practices such as pricing restraints, bundled discounting, price discrimination, exclusive distribution, dealer termination and exclusive dealing.
Jon has defended a wide variety of antitrust claims in litigation, including Sherman Act monopolization and conspiracy claims involving alleged price fixing, market allocation, tying, “bundled discounts,” “aftermarket” parts and services, theft of trade secrets, defamation, other business torts and other alleged anticompetitive conduct. He also defends governmental challenges to acquisitions under Section 7 of the Clayton Act.
Jon has handled antitrust issues in scores of different industries. He has a particularly strong background in several industry-based representations covering multiple matters, including aerospace and defense, pharmaceuticals / biologic products, medical devices, construction products, and consumer products such as beer, wine, beverage alcohol and cannabis.
Results
- Obtained regulatory clearance in multiple acquisitions for numerous clients, including Amgen, Constellation Brands, Diageo, Medtronic, Blackboard, Lockheed Martin, Martin Marietta Materials, Premier, Inc., Worthington Industries, and many private equity sponsors
- Obtained merger clearance for Martin Marietta Materials’ $2.7 billion acquisition of Texas Industries and $1.7 billion acquisition of Bluegrass Materials
- Obtained merger clearance for Constellation Brands’ multibillion-dollar acquisition of the Modelo beer business, including Corona® and other leading brands and divestiture of a large wine portfolio to E & J Gallo
- Obtained merger clearance for Amgen’s $10.4 billion acquisition of Onyx Pharmaceuticals
- Obtained merger clearance for Impax Laboratories $700 million acquisition of CorePharma and related entities
- Obtained 12(b)(6) dismissal in multiple antitrust cases for clients including Lockheed Martin, Amgen, Constellation Brands, Free File Alliance and Premier, Inc., among others
Recognitions
Community
- American Bar Association, member of Antitrust Section committees, including Health Care & Pharmaceuticals, Clayton Act, Transportation & Energy and Unilateral Conduct, and of the Public Contracts Law Section, Strategic Alliance, Subcontract and Teaming subcommittee
Credentials
Education
University of Pennsylvania Law School, JD, cum laude, Order of the Coif, 1992
University of Virginia, BA, 1988
Admissions
District of Columbia
