Brianne has extensive experience obtaining regulatory clearance for complex, cross-border transactions in a wide range of industries. She counsels on all aspects of the antitrust merger review process, including advising on antitrust risk, engaging with the antitrust agencies, working with economic experts, negotiating remedies where necessary, coordinating with local counsel outside the United States, and advising on due diligence information exchange and pre-closing integration planning. Most recently, Brianne played a lead role in securing antitrust clearance for a number of multi-billion dollar transactions involving well-known pharmaceutical and retail clients.
Brianne also has done significant work for clients involved in antitrust government investigations and litigation, including persuading the antitrust enforcement agencies not to bring enforcement actions in non-merger matters and securing dismissal for clients in private antitrust class action litigations.
Prior to law school, Brianne was a paralegal at the U.S. Department of Justice Antitrust Division, where she worked on merger and non-merger investigations in the telecommunications and media industries.
Brianne received her Juris Doctorate from the University of Virginia School of Law, where she served on the editorial board of the Journal of Law & Politics, and earned her bachelor of arts degree, cum laude, from Duke University.
- Represented Allergan plc as both U.S. antitrust and global coordinating counsel, securing antitrust clearance in more than a dozen jurisdictions for AbbVie Inc.’s $63 billion acquisition of Allergan as well as securing clearance for two distinct divestiture transactions involving the sale of certain Allergan assets to Nestlé and AstraZeneca. The U.S. Federal Trade Commission cleared the AbbVie/Allergan deal with divestitures to Nestlé and AstraZeneca following an in-depth, 10 month investigation. The European Commission also reviewed the AbbVie/Allergan deal in detail and cleared the transaction in Phase 1 based on the divestiture to AstraZeneca.
- Represented athenahealth Inc. in its $5.7 billion sale to Veritas Capital and Evergreen Coast Capital (an affiliate of Elliott Management Corporation) and planned combination with Virence Health (a portfolio company of Veritas Capital).
- Represented Allergan in the sale of its medical dermatology portfolio to Almirall, lead role in securing antitrust clearance for Allergan plc’s sale of its U.S. medical dermatology portfolio to Almirall, S.A. in a deal worth up to $650 million.
- Represented Allergan in the sale of rights to Rhofade to Aclaris Therapeutics, lead role in securing antitrust clearance for Allergan plc’s sale of rights to Rhofade to Aclaris Therapeutics, Inc. for an upfront payment of $65 million plus development milestones and tiered royalties.
- Representing Hilton in a nationwide class action, filed against Hilton and other major hotel chains alleging that defendant hotel companies conspired to eliminate competition for branded keyword search advertising and seeking damages and injunctive relief under the Sherman Act.
- Represented Scripps Networks in its Merger Transaction with Discovery Communications, lead role in securing antitrust clearance for Scripps Networks Interactive, Inc. in its $14.6 billion merger transaction with Discovery Communications, Inc.
- Represented Signet Jewelers in its Acquisition of R2Net, lead role in securing antitrust clearance for Signet Jewelers Limited’s $328 million acquisition of R2Net, Inc., which owned JamesAllen.com, a fast-growing online jewelry retailer.
- Represented L’Oréal in the Sale of The Body Shop to Natura, lead role in securing antitrust clearance for L’Oréal SA’s sale of The Body Shop to Natura Cosméticos SA for $1.1 billion.
- Represented First Data Corporation in its acquisitions of CardConnect Corporation and BluePay Holdings, Inc., lead role in securing antitrust clearance for both transactions.
- Represented Chewy in its Merger with PetSmart, lead role in securing antitrust clearance for the $3.35 billion acquisition of Chewy Inc., an online pet retailer, by PetSmart, Inc.
- Represented Allergan in its Acquisition of Zeltiq Aesthetics, lead role in securing antitrust clearance for Allergan plc’s $2.4 billion acquisition of Zeltiq Aesthetics, Inc., a medical technology company behind a proprietary controlled-cooling fat reducing treatment.
- Represented Sanofi in its Business Swap with Boehringer Ingelheim, secured antitrust clearance with limited divestitures for the $25 billion transaction to exchange Sanofi’s animal health business with the consumer healthcare business of Boehringer Ingelheim.
- Represented Allergan in its License Agreement with Assembly Biosciences, lead role in securing antitrust clearance for Allergan plc’s license for worldwide rights to preclinical compounds from Assembly Biosciences, Inc.’s microbiome gastrointestinal development programs.
- Represented Allergan in its Acquisition of LifeCell Corporation, lead role in securing antitrust clearance for Allergan plc’s $2.9 billion acquisition of LifeCell Corporation, a leading regenerative medicine company.
- Represented Staples in its Sale of Staples Print Solutions, lead role in securing antitrust clearance for Staples Inc.’s sale of its Staples Print Solutions division to Taylor Communications, Inc.
- Represented Allergan in its Acquisition of Tobira Therapeutics, lead role in securing antitrust clearance for Allergan plc’s acquisition of Tobira Therapeutics, Inc., a clinical-stage biopharmaceutical company focused on developing and commercializing therapies for non-alcoholic steatohepatitis (NASH) and other liver diseases.
- Represented Allergan in its Sale of Anda, Inc. to Teva Pharmaceutical, lead role in securing antitrust clearance for Allergan plc’s $500 million sale of its Anda, Inc. distribution business to Teva Pharmaceutical Industries Ltd.
- Secured dismissal of Hilton Worldwide in the OTA Antitrust Litigation, a federal multidistrict antitrust class action challenging alleged agreements between online travel companies and hotels regarding the retail prices for online hotel room reservations.
- Represented Signet Jewelers in its Acquisition of Zale Corporation, lead role in securing antitrust clearance for Signet Jewelers Limited’s (Kay Jewelers, Jared The Galleria of Jewelry) $1.4 billion acquisition of Zale Corporation.
- Represented Allergan in its Acquisition of KYTHERA Biopharmaceuticals, secured antitrust clearance for Allergan plc’s $2.1 billion acquisition of KYTHERA Biopharmaceuticals, Inc, a biopharmaceutical company focused on the discovery, development and commercialization of novel prescription products for the aesthetic medicine market.
- Represented Array Biopharma as a Divestiture Buyer in Novartis/GSK Oncology Transaction, obtained approval for Array Biopharma Inc. as the divestiture buyer of Novartis AG’s BRAF and MEK inhibitor drugs, which were required to be divested by the U.S. Federal Trade Commission and European Commission in order to secure clearance for Novartis AG’s acquisition of GlaxoSmithKline’s oncology portfolio.
- Represented Actavis plc in its Acquisition of Allergan, secured antitrust clearance for Actavis plc, a specialty pharmaceutical company, in its $70.5 billion acquisition of Allergan, Inc., which at the time created one of the world’s top 10 pharmaceutical companies by sales revenue.
- Represented Johnson & Johnson in its Acquisition of Synthes, secured antitrust clearance, with limited divestitures, for Johnson & Johnson’s $19.7 billion acquisition of Synthes Inc., a Swiss-American orthopedic device manufacturer.
- Represented Chrysler in the Grey Market Antitrust Litigation, represented Chrysler in lawsuits brought in both state and federal courts alleging that the automaker had illegally conspired to prevent new vehicles sold in Canada from entering the United States for resale and achieved victory for Chrysler when the federal district court granted summary judgment in favor of all remaining and non-bankrupt defendants, including Chrysler Canada.
- Represented Florida Rock Industries in its Sale to Vulcan Materials, secured antitrust clearance, with limited divestitures, for the $4.2 billion acquisition of Florida Rock Industries Inc. by Vulcan Materials Company.At the time, Vulcan was the nation’s largest producer of construction aggregates and a major producer of other construction materials and Florida Rock was a leading producer of construction aggregates, cement, concrete, and concrete products in the Southeast and Mid-Atlantic states.
- Represented Sherwin-Williams in its Acquisition of M.A. Bruder & Sons, secured antitrust clearance for The Sherwin-Williams Company’s acquisition of M.A. Bruder & Sons, a leading manufacturer and distributor of paints and coatings in the eastern and southeastern regions of the United States.
- Represented Sherwin-Williams in its Acquisition of Duron, secured antitrust clearance for The Sherwin-Williams Company’s acquisition of Duron Co., a leading regional paint manufacturer.