Steven Newborn serves as Co-Head of Weil’s global Antitrust/Competition practice. Previously, he was the Director of Litigation at the Federal Trade Commission’s Bureau of Competition where he was in charge of its Merger Enforcement Program until he left in 1994.
In private practice, Mr. Newborn has continued to conduct major litigations as well as shepherd mergers and acquisitions through the agencies, obtaining approvals for hundreds of transactions, many of which had run into regulatory blocks before he was retained. He has been cited by every publication that ranks antitrust lawyers as one of the best antitrust lawyers in the world. He was recently named 2016 antitrust litigator of the year by LMG Life Sciences, he is a finalist for 2017 Benchmark Litigation’s Antitrust Lawyer of the year, and Chambers 2016 ranks him in Band 1 noting interviewees say "He's a great lawyer: very smart"; "an extremely bright lawyer who grasps the essence of something extremely quickly and gets right to the point."; "an incredibly impressive operator" for his ability to gain clearance for the most difficult of mergers; and, "his level of involvement, his judgment calls, the advice and the work product he oversees are excellent." In 2017 Lawdragon described Newborn as a “legendary antitrust star [who] has an unparalleled record of gaining antitrust approval for the largest companies in the world.”
Some of his other accolades include being named one of the “25 Best Antitrust Lawyers in the USA” (Best of the Best), “one of the best M&A lawyers of his generation” (Chambers), “in a class of his own” (Chambers), “someone you turn to in a life and death merger transaction” (Legal 500), a 2013 Competition MVP by Law360, a 2017 Top 10 Antitrust Practitioner in the U.S. and a 2017 “Litigation Star” for Antitrust in the U.S. by Benchmark Litigation. Other publications who acknowledge his premier standing include Who's Who Legal, Antitrust Superstars and Best Lawyers in America. Lawdragon named Newborn one of the 500 best attorneys (of any discipline) in the nation and one of only three antitrust lawyers in the country recognized as the nation’s finest dealmakers. In the 2013 assessment they note he “continues to be a top choice among antitrust lawyers for Fortune 100 companies in their most important mergers, having gained (in the last year) antitrust approvals for the largest deals in the history of J&J, Kinder Morgan, Sherwin-Williams and Walgreens.” Chambers sources have described him as “brilliant” and a “very skilled and accomplished lawyer” who represents major corporate clients in high-profile M&A transactions. Others have noted that "[h]is clients really trust him to come to the right conclusions on their behalf and he has a strong track record . . . [i]t really makes him an efficient practitioner. In 2015, The National Law Journal recognized Mr. Newborn as an Antitrust “Trailblazer”, an honor awarded for “the extraordinary accomplishments of innovative thinkers” who have “moved the needle” in antitrust law. He has also been named among 11 antitrust “Client Service All-Stars” by BTI Consulting Group for 2016, an honor he has also won in the past.
The antitrust cases he has tried include the first successful Section 7(A)G(2) proceeding under the Hart-Scott-Rodino Act and the first successful interpretation of the Bankruptcy Act as not limiting the Hart-Scott-Rodino Act. Mr. Newborn is an expert in high-stakes antitrust litigation. He has served as lead counsel in numerous trials, is often consulted by the government in their court cases, and is recognized by every ranking publication as one of the nation’s leading antitrust trial lawyers. He is the recipient of the Brandeis Award presented to the Federal Trade Commission’s finest litigator and has been named one of the “50 national Stars for Antitrust Litigation” (Benchmark Litigation). Mr. Newborn has served as a Special Assistant US Attorney, a member of the faculty of the National Institute of Trial Advocacy (NITA), Master of the Bar of the Charles Fahy American Inns of Court, chair of the Government Antitrust Litigation Committee of the American Bar Association’s Antitrust Section, chair of the Merger Litigation Subcommittee of the American Bar Association’s Litigation Section, and co-chair of the Long Range Planning Committee of the Corporate Counsel Section of the Federal Bar Association. He has also been on the Board of numerous publications including Law360, The Metropolitan Corporate Counsel magazine and the Antitrust & Trade Regulation Report.
Mr. Newborn was a major contributor to the 1992 Federal Merger Guidelines and is the author of a number of articles on both antitrust and trial practice. He was named to the Department of Defense’s Antitrust Task Force that advised the Secretary of Defense concerning horizontal merger policy in the defense industry and has lectured on antitrust and litigation at the nation’s top universities, and to government agencies throughout the United States and Europe.
New Key Representations
- Representing The Sherwin-Williams Company in its acquisition of Valspar, a transaction valued at $11.3 billion.
- Representing Walgreens Boots Alliance in its acquisition of Rite Aid, a transaction valued at $17.2 billion.
Past Transactions -- in all but one matter antitrust approval was secured with limited or no remedies.
- Represented Allergan plc, a leading global pharmaceutical company, in the $39 billion sale of its global generic pharmaceuticals business to Teva Pharmaceutical Industries Ltd. (“Merger Control Matter of the Year” for the Americas, Global Competition Review Awards 2017)
- Represented Actavis plc, a specialty pharmaceutical company, in its acquisition of Allergan, Inc., a transaction valued at $66 billion.
- Represented Biomet Inc., a manufacturer of musculoskeletal and biotechnology products, in its $13.4 billion sale to Zimmer Holdings, Inc.
- Represented WEX Inc., a leading provider of corporate payment solutions, in its $1.5 billion acquisition of Electronic Funds Source LLC.
- Represented Walgreens, the largest drug store chain in the United States in numerous transactions, including:
- its $23.8 billion acquisition of the 55% it did not already own of Alliance Boots GmbH (Switzerland), an international pharmacy-led health and beauty group, and in its previous purchase of a 45% interest in Alliance Boots, the largest acquisition in Walgreen’s company history; and
- its $1.075 billion acquisition of Duane Reade Holdings, an operator of 257 drug stores located in the New York City metropolitan area. Antitrust clearance for the transaction was obtained without issuance of a Second Request.
- Represented Johnson & Johnson in numerous matters including:
- its $21.3 billion acquisition of Swiss-American orthopedic devices maker Synthes, Inc., the largest acquisition in J&J’s history, and for which we also coordinated the worldwide competition clearance process; and
- its $16.6 billion acquisition of Pfizer’s Consumer healthcare and OTC drug business, also coordinating the worldwide competition clearance process.
- Represented Kinder Morgan, Inc., now one of the largest energy transportation, storage and distribution companies in North America, in numerous matters including:
- its $70 billion acquisition of all of the outstanding equity securities of Kinder Morgan Energy Partners, L.P., Kinder Morgan Management, LLC, and El Paso Pipeline Partners, L.P., each a direct or indirect subsidiary of Kinder Morgan; and
- its $38 billion acquisition of El Paso Corporation, owner of North America’s most extensive interstate natural gas pipeline system and one of North America’s biggest independent exploration and production companies, creating one of the largest energy companies in the world.
- Represented Kinder Morgan’s CEO, Richard Kinder and senior management in the $22 billion buyout of Kinder Morgan Inc. by our clients and several investment funds, including funds managed by Goldman Sachs, AIG, The Carlyle Group, and Riverstone Holdings. The transaction presented cutting edge antitrust issues because a joint venture between Carlyle and Riverstone had preexisting minority investments in energy companies that may compete with Kinder Morgan. We reached a unique governance-related solution that allowed the transaction to be consummated without any divestitures.
- Represented Exxon Mobil in connection with numerous matters including its $41 billion acquisition of XTO Energy. The combination of Exxon, the world’s biggest publicly listed oil company, with XTO, one of the largest independent owners of US natural gas reserves, raised a number of antitrust issues but we worked through those with the government during an extended initial HSR waiting period and clearance was obtained without a second request.
- Represented Forest Laboratories Inc., a specialty pharmaceutical company, in numerous matters including:
- its $24.2 billion sale to Actavis, Inc. (a subsidiary of Actavis plc (Ireland)), a specialty pharmaceutical company;
- its $2.9 billion acquisition of Aptalis Pharma, Inc., a developer of products for the treatment of gastrointestinal diseases and cystic fibrosis, from TPG Capital LP and Investor Growth Capital AB; and
- its $1 billion acquisition of Furiex Pharmaceuticals Inc., a developer of pharmaceutical drugs.
- Represented Staples, Inc. and Staples Acquisition B.V., in the US and EU, in connection with numerous matters including its unsolicited multi-billion dollar cash bid to acquire Corporate Express N.V. Weil also coordinated the worldwide antitrust clearance process. Unconditional antitrust clearance for the transaction was obtained in the United States and from the European Commission.
- Represented Reuters and secured antitrust clearance for Reuters in its $17.2 billion combination with The Thomson Corporation. Regulatory clearance was successfully obtained from the Antitrust Division of the U.S. Department of Justice after the parties agreed to sell copies of certain databases. Thomson Reuters is the world’s leading provider of news and data for professional markets.
- Provided antitrust advice to Bausch & Lomb in numerous transactions including its acquisition by the global private equity firm Warburg Pincus. The acquisition was valued at approximately $4.5 billion.
- Represented Providence Equity Partners Inc., Ontario Teachers’ Pension Plan Board and Madison Dearborn Partners, LLC in its $48.5 billion going private acquisition of BCE Inc. (Bell Canada Enterprises).
- Represented Avaya, a leader in enterprise telephony equipment, in its $8.3 billion sale to Silver Lake Partners and TPG Capital.
- Represented Florida Rock and secured antitrust clearance from the DOJ for the $4.2 billion acquisition of Florida Rock Industries, Inc. by Vulcan Materials Company. Florida Rock, a leading producer of construction aggregates, cement, concrete and concrete products, operated in the Southeast and Mid-Atlantic states. Vulcan Materials Co. is the nation’s foremost producer of construction aggregates and a major producer of other construction materials.
- Represented Vivendi Universal in its $14 billion joint venture with NBC, a subsidiary of General Electric. NBC Universal combines the companies’ industry leading entertainment assets, including Universal’s film and television studios, cable networks and theme parks and NBC’s broadcast and cable networks.
- Represented Shell Oil Company in numerous matters, including its $1.8 billion acquisition of Pennzoil-Quaker State Company. Antitrust clearance was obtained by negotiating a settlement with the FTC on terms favorable to Shell.