John D. Donaldson

Partner, Washington, DC

Biography

Overview

JD Donaldson offers clients the benefit of over 20 years of experience handling antitrust matters, both in private practice and at the US Department of Justice Antitrust Division (DOJ). He regularly represents companies before the DOJ and Federal Trade Commission (FTC) in connection with mergers, acquisitions, and joint ventures in a broad range of industries, including manufacturing, healthcare, insurance, technology, consumer products, retail, agriculture, transportation, communications, defense, aerospace, media, and chemicals. 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, including working closely with economists and other experts, and state attorneys general.

• In private practice, JD has guided clients through dozens of merger, acquisition, and joint venture reviews by the DOJ, FTC, state attorneys general, and other regulators.

• 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 been actively involved in a number of consummated and vertical merger investigations in private practice and at the DOJ.

JD advises clients on a wide range of concerted conduct issues, including:

• Dealings with Actual and Potential Competitors

• Joint Purchasing and Selling Arrangements

• Vertical Dealings, Pricing and Distribution Practices, etc.

• 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:

• Monopolization

• 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 under Section 8 of the Clayton Act.

• Remedies issues.

In 2019, Global Competition Review recognized JD in its Washington, DC rankings. The Legal 500 US ranked him as “Recommended” two years in a row (2018, 2017).

Bars and Courts
District of Columbia Bar
New York State Bar
US District Court for the District of Columbia
US Court of Appeals for the District of Columbia Circuit
Education
LLM
Trade Regulation
New York University School of Law
JD
Rutgers School of Law
Newark
BS
Finance and Economics
University of Richmond
Languages
English

Experience

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, including working closely with economists and other experts, and state attorneys general.
  • In private practice, JD has guided clients through dozens of merger, acquisition, and joint venture reviews by the DOJ, FTC, state attorneys general, and other regulators.
  • 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 been actively involved in a number of consummated and vertical merger investigations in private practice and at the DOJ.

JD advises clients on a wide range of concerted conduct issues, including:

  • Dealings with Actual and Potential Competitors 
  • Joint Purchasing and Selling Arrangements
  • Vertical Dealings, Pricing and Distribution Practices, etc.
  • 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:

  • Monopolization
  • 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 under Section 8 of the Clayton Act.
  • Remedies issues.

Representative transactions:

Anthem, Inc. (DOJ 2015-2020) 
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, 2018 acquisition of America's 1st Choice, and 2020 acquisition of Beacon Health Options health organizations.

Zimmer Holdings (FTC 2015)
Represented Zimmer Holdings, a leading orthopedic products manufacturer, in its US$13.4 billion acquisition of Biomet, another leading orthopedic products manufacturer.

Shenzhen Hepalink Pharmaceutical (FTC 2014)
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.

Toyota Industries (DOJ 2013)
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.

Hess Corporation (FTC 2013)
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.

Mexichem SAB (FTC 2013) 
Represented Mexichem SAB de CV, a leading resin manufacturer, in its US$250 million acquisition of the specialty PVC resin business of PolyOne.

Liberty Dialysis (FTC 2012, 2010)
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.

Pilot Travel Centers (FTC 2010)
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.

Publications

"Expedited Antitrust Merger Clearances in Bankruptcy" White & Case Client Alert, April 6, 2020 (with George Paul, Rebecca Farrington, Noah Brumfield, Anna Kertesz and J. Mark Gidley).