Congress Overhauls Merger Filing Fees and Thresholds

Graham Hyman focuses his practice on antitrust matters and competition law. He advises clients on mergers and acquisitions (M&A), including obtaining clearance before the Federal Trade Commission (FTC) and Department of Justice (DOJ), as well as making pre-merger notification filings under the Hart-Scott-Rodino (HSR) Act. He also advises on compliance matters, antitrust litigation and government investigations. Graham counsels clients across a variety of industries, including the aerospace and defense, pharmaceutical, healthcare, consumer products and energy sectors. Additionally, Graham maintains an active pro bono practice. While in law school, Graham clerked for the House of Representatives: Oversight and Government Reform Committee.

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.

Gregory (Greg) Heltzer focuses his practice on defending mergers and acquisitions and has successfully defended mergers for Constellation Brands, DaVita, Mars, Martin Marietta Materials, Baxter, Olam, TreeHouse Foods, Motorola Solutions, JAB Partners (Coty), Aleris, Worthington Industries, Blackboard and many private equity firms among others. His advice allows C-Suite decision makers to ensure that time and money are not wasted on potential transactions without a viable path for clearance. When transactions move forward, Greg guides clients through the clearance process with a focus on providing enforcers with the information needed so that the merging parties can avoid or at the very least significantly reduce the scope of a costly/time-consuming Second Request. Greg analyzes the antitrust implications of most transactions involving a publicly traded company (>800). In addition, he handles complex antitrust litigation, government investigations and antitrust counseling (e.g., information exchange, compliance and firewalls, integration planning, Noerr-Pennington immunity). Greg was also appointed in 2021 as an independent monitor by the Federal Trade Commission to oversee the Decision and Order In the Matter of Corpus Christi Polymers LLC, et al. Greg has been recognized by The Legal 500 US, named a Super Lawyers “Rising Star”, rated a Thomson Reuters Stand-Out Lawyer, nominated for several Antitrust Writing Awards by Concurrences, and won from JD Supra Top Author “Reader’s Choice” and Top Antitrust Blog for “Antitrust Alert” which he founded and continues to manage. Greg has broad industry knowledge developed through his representation of clients in numerous industries, including the following: Aerospace/Defense products (e.g., missiles, propulsion, simulation and training; aircraft) Agriculture, dairy, ingredients and food service equipment Alcohol (beer, wine and spirits) Aluminum and steel products Chemicals (industrial) Construction products (e.g., asphalt roofing, aggregates, asphalt, cement) Consumer electronics Consumer products (branded and private label), including dairy, ice cream, packaged food, pet food and treats, fragrances and cosmetics Distribution (e.g., food service) Energy Gift cards Health care services (dialysis, LASIK, eyeglass lenses), pharmaceuticals (animal and human), biometric solutions, laboratory and medical devices Packaging (e.g., flexible, paperboard) Retail/chains (e.g., quick service restaurants, gas stations) Software (enterprise, institutional, communication/911) and other office products Prior to joining the Firm, Greg served as a judicial law clerk for the Honorable John A. Terry of the DC Court of Appeals.

Timothy (Ty) Carson advises clients on all facets of the merger review and clearance process, with a focus on compliance with the Hart-Scott-Rodino Act and related rules. His deep antitrust and competition experience includes six years at the Federal Trade Commission (FTC), where he advised on pre-merger notifications, investigations and several full-phase enforcement actions. Drawing on this real-world agency insight, Ty helps clients by securing merger clearances quickly and efficiently. He has represented clients in both litigation and transactional matters before the US Department of Justice, the FTC and various state agencies.