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JD Donaldson offers clients the benefit of 20 years of experience handling antitrust matters, both in private practice and at the US Department of Justice Antitrust Division (DOJ). He regularly represents before the DOJ and Federal Trade Commission (FTC) companies in a broad range of industries on mergers, acquisitions, and joint ventures. He also regularly counsels companies on their dealings with other companies, and on their own unilateral business practices.
Mergers, Acquisitions, and Joint Ventures
• As a DOJ Trial Attorney for six years, JD led or was actively involved in dozens of in-depth merger, acquisition, and joint venture investigations in a variety of industries, including manufacturing, consumer products, agriculture, defense, aerospace, media, chemicals, and health care. He was responsible for virtually all aspects of a merger, acquisition, or joint venture investigation under Section 7 of the Clayton Act.
• In private practice, JD has guided clients through dozens of merger, acquisition, and joint venture reviews by the DOJ and FTC.
• JD has significant experience with merger, acquisition, and joint venture litigation. For example, he was the DOJ Lead Attorney investigating and challenging the partial acquisition by DFA, the largest agricultural cooperative in the dairy industry, of the Southern Belle dairy and a competing dairy. The decision of the Sixth Circuit Court of Appeals is a leading case on partial ownership transactions.
• JD has led or was actively involved in several consummated and vertical merger investigations in private practice and at the DOJ.
JD advises clients on a wide range of concerted conduct issues, including:
• Price Fixing and Market Allocations
• Vertical Restraints (Exclusive Dealing, Resale Price Maintenance, etc.)
• Joint Purchasing and Selling Arrangements
• Intellectual Property Restraints (Standard-Essential Licensing, etc.)
• Information Exchanges (Benchmarking, etc.)
• Trade Associations and Other Group Conduct (Standard Setting, etc.)
JD advises clients on a range of single-firm business practices, including:
• Attempted monopolization
• Conspiracy to monopolize
JD's antitrust work has given him a wide range of experience:
• Taking and defending over 60 depositions of experts (economic, industry, accounting), 30(b)(6) corporate and government representatives, senior executives, financial investors, and others.
• Working with testifying and non-testifying experts, including extensive work on expert reports and Daubert motions.
• Applying a range of antitrust exemptions and immunities.
• Interlocking directorate issues.
• Remedies issues.
Recent representative transactions:
Represented Anthem Inc., a leading health insurer, in its proposed US$54 billion acquisition of Cigna Corporation, and represented Anthem Inc. in its 2017 acquisition of HealthSun and pending acquisition of America's 1st Choice health plans.
Represented Zimmer Holdings, a leading orthopedic products manufacturer, in its US$13.4 billion acquisition of Biomet, another leading orthopedic products manufacturer.
Represented Shenzhen Hepalink Pharmaceutical, a leading producer of heparin, in its US$337.5 million acquisition of Scientific Protein Laboratories, another leading producer of heparin.
Represented Toyota Industries Corporation, the largest US lift truck manufacturer, in its US$760 million acquisition of Cascade, the largest US lift truck attachments manufacturer.
Represented Hess Corporation, a leading energy company, in the US$850 million sale of its terminal network on the US East Coast and St. Lucia to Buckeye Partners LP.
Represented Mexichem SAB de CV, a leading resin manufacturer, in its US$250 million acquisition of the specialty PVC resin business of PolyOne.
Represented Liberty Dialysis in its acquisition of Renal Advantage in 2010 to create the third largest US dialysis provider, and represented Liberty Dialysis in its US$1.7 billion acquisition in 2012 by Fresenius, the largest US dialysis provider.
Represented Pilot Travel Centers, the largest US travel center operator, in its US$1.8 billion acquisition of Flying J, another leading US travel center operator.