McDermott Will & Emery (Washington)

Jon B. Dubrow

McDermott Will & Emery (Washington)

Jon B. Dubrow is co-head of McDermott’s antitrust Mergers Focus Group and assists 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 foreign 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 helps clients obtain 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 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 and beverage alcohol.


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6142 Bulletin

Glenna Siegel, Gregory E. Heltzer, Jon B. Dubrow The US DoJ secures the resignations of seven board directors over the fact that they sit on the boards of competing companies (Definitive Healthcare / ZoomInfo Technologies / Maxar Technologies / Redwire / Littelfuse / CTS...)


Seven Corporate Directors Resign: DOJ Ramps Enforcement Against Board Members Serving on Competitors’ Boards* What Happened Seven directors resigned from corporate boards following promises of enforcement of Clayton Act Section 8 (15 U.S.C. § 19) by the US Department of Justice (DOJ), Antitrust (...)

Matt Evola, Mary Hecht, Joel R. Grosberg, Lisa Peterson Rumin, David Henry, Jon B. Dubrow The UK Competiton Authory updates its merger guidance in light of the National Security and Investment Act


The NSI Act replaces the system of discretionary public interest intervention in mergers by the UK government under the UK Enterprise Act and creates a new mandatory notification system operated by the Investment Security Unit (ISU), part of the UK Department for Business, Energy and Industrial (...)

David Henry, Jon B. Dubrow, Joel R. Grosberg, Lisa Peterson Rumin, Matt Evola, Mary Hecht The EU Commission announces the withdrawal of two airline companies from a proposed acquisition in the passenger air transport sector (IAG / Globalia / Air Europa)


IAG, owner of leading airlines in Ireland, Spain and the UK, sought to acquire Air Europa from Globalia and provided notification of the transaction to the Commission in May 2021. IAG, owner of Iberia and Vueling, is the largest airline in Spain and Air Europa is the third-largest airline in (...)

David Henry, Mary Hecht, Matt Evola, Jon B. Dubrow, Joel R. Grosberg, Lisa Peterson Rumin The EU Commission approves a merger in the waste management sector, subject to conditions (Veolia / Suez)


On December 14, 2021, the Commission conditionally cleared in Phase I Veolia’s acquisition of Suez. The Commission deemed Veolia’s comprehensive commitments sufficient to assuage the Commission’s competition concerns, without the need for a Phase 2 investigation. The Commission found that the (...)

David Henry, Matt Evola, Jon B. Dubrow, Joel R. Grosberg, Lisa Peterson Rumin, Mary Hecht The EU Commission imposes interim measures on two healthcare companies for breaching the EU Merger Regulation by gun jumping (Illumina / GRAIL)


In October 2021, the European Commission imposed interim measures on Illumina and GRAIL to restore and maintain competition between the entities following Illumina’s decision to close its acquisition of GRAIL prior to the Commission completing its review of the transaction and in breach of the (...)

Lisa Peterson Rumin, Jon B. Dubrow, David Henry, Matt Evola, Mary Hecht, Joel R. Grosberg The US FTC restricts future acquisitions for firms that pursue anticompetitive mergers


On October 25, 2021, the FTC announced a return to the practice of including prior approval provisions in consent decrees for allegedly anticompetitive mergers. This means that in addition to divesting a business, the FTC is requiring companies to obtain FTC prior approval before purchasing any (...)

Matt Evola, Jon B. Dubrow, Joel R. Grosberg, Lisa Peterson Rumin, David Henry, Mary Hecht The UK Competition Authority fines a Big Tech company £50.5 million for breaching its initial enforcement order regarding a merger with a GIF provider (Facebook / Giphy)


In May 2020, Facebook purchased Giphy, the largest provider of GIFs (a format for image files that supports both animated and static images). Giphy operates an online database and search engine that primarily allows users to search and share GIFs and can be used indirectly on third-party apps, (...)

Ashley M. Fischer, Jon B. Dubrow, Katharine O’Connor The US DoJ publishes a business review letter to pharmaceutical and medical distributors in order to provide insights into the antitrust enforcer’s views on competitor collaborations and to improve product access to fight the COVID-19 pandemic


A recent business review letter issued by the US Department of Justice Antitrust Division to five pharmaceutical and medical/surgical distributors offers insights into the antitrust enforcers’ views on competitor collaborations aimed at improving product access to respond to the Coronavirus (...)

Jon B. Dubrow The US DoJ challenges a merger that highlights key considerations for antitrust reviews of aerospace and defence industry transactions (United Technologies / Raytheon)


The DOJ Antitrust Division’s recent challenge to the United Technologies/Raytheon merger highlights a few key considerations for antitrust reviews of aerospace and defense industry transactions. The case is a useful illustration of important principles applicable to this unique industry. IN (...)

Joel R. Grosberg, Jon B. Dubrow, Gregory E. Heltzer The US DoJ announces antitrust civil process changes for the pendency of COVID-19 events and confirms that the HSR review process will be significantly impacted


With COVID-19-related closures rolling in daily, you may have questions about the operating status of the federal government’s antitrust enforcement agencies. Currently, the HSR review process does not seem to be significantly impacted, although the agencies will not grant a request for early (...)

Jon B. Dubrow, Joel R. Grosberg, Anthony S. Ferrara The US FTC files an administrative complaint challenging consummated acquisition and non-reportable transactions in the body-worn camera market (Safariland / Axon / VieVu)


FTC CHALLENGES AXON’S CONSUMMATED ACQUISITION OF BODY-WORN CAMERA COMPETITOR* The US antitrust regulators continue to challenge consummated transactions. On January 3, 2020, the FTC filed an administrative complaint against Axon Enterprise, Inc., challenging its consummated acquisition of (...)

Jon B. Dubrow, Joel R. Grosberg The US DoJ Assistant Attorney General announces merger investigations reforms seeking to resolve most merger investigation within six months of filing


Today, Assistant Attorney General Makan Delrahim announced a series of reforms with the express goal to resolve most merger investigations within six months of filing. The reforms seek to place the burden of faster reviews not only on the Antitrust Division of the Department of Justice (DOJ), (...)

Jon B. Dubrow The US DoJ reaches a settlement with two companies breaking up their joint venture and uses disgorgment remedy in the tour bus market (Coach USA / City Sights / Twin America)


The U.S. Department of Justice (DOJ) recently reached a settlement with Coach USA Inc. and City Sights LLC, breaking up their joint venture. The DOJ also employed the rarely used remedy of disgorgement to recover $7.5 million in profits from the defendants. This case demonstrates the aggressive (...)

Jon B. Dubrow The US District Court for the District of Colorado approves a revised settlement of a suit brought by the US DoJ against two energy companies for conspiring not to compete for mineral rights leases (GEC / SGI)


NATURAL GAS COMPANIES SETTLE ANTITRUST SUIT STEMMING FROM JOINT BIDDING* On Monday, April 22, 2013, after rejecting the initial settlement agreement, Judge Richard Matsch (D. Colo.) approved a revised settlement of a suit brought by the U.S. Department of Justice (DOJ) against two energy (...)

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