Kathryn M.Fenton (Kathy)

Of Counsel

(T) 1.202.879.3746 (F) 1.202.626.1700

With more than 35 years as an antitrust lawyer, Kathy Fenton has substantial experience in providing timely and practical advice to clients on merger reviews and complex business transactions, as well as defending government investigations.

Kathy's recent representations include serving as antitrust counsel to CBS in the sale of CBS Radio to Entercom, to SiriusXM in its $480 million investment in Pandora, and to Conagra in its acquisition of Thanasi Foods. She also has represented numerous other media, energy, aviation, and consumer products firms.

Kathy served as chair of the American Bar Association Section of Antitrust Law in 2007-2008. She previously served the Antitrust Section as committee officer, secretary, publications officer, council member, and editorial chair of the Antitrust Law Journal. She is a Fellow of the American Bar Foundation and on the editorial board of Competition Law International. Kathy also is a member of the District of Columbia Bar Association, where she has served as a member and chair of the Rules of Professional Conduct Review Committee and of the Legal Ethics Committee. She is a frequent lecturer and author on antitrust and competition issues.

Experience

  • Conagra Brands acquires Pinnacle Foods for $10.9 billion in cash and stockJones Day advised Conagra Brands, Inc. in connection with the acquisition and related financing of Pinnacle Foods Inc. in a $10.9 billion merger.
  • CBS Radio merges with EnterCom for $1.6 billionJones Day served as antitrust counsel in the Reverse Morris Trust merger of CBS Corporation subsidiary CBS Radio, Inc. with Entercom Communications Corp.
  • SiriusXM Radio completes $480 million strategic investment in PandoraJones Day represented Sirius XM Radio Inc. as antitrust counsel in its $480 million investment in Pandora, a leading U.S. provider of ad-supported digital radio.
  • Conagra Brands acquires Thanasi FoodsJones Day advised Conagra Brands, Inc. in its acquisition of protein-based snacking businesses Thanasi Foods LLC, maker of Duke's® meat snacks, and BIGS LLC, maker of BIGS® seeds.
  • Materion acquires Heraeus' target materials businessJones Day advised Materion Corporation, a global supplier of highly engineered advanced enabling materials, in its $30 million acquisition of the principal portion of the high-performance target materials business of the Heraeus Group.
  • Macquarie Capital sold controlling stake in Utility Service Partners to HomeServe USAJones Day advised Macquarie Capital in the sale of its controlling stake in Utility Service Partners, Inc., a nationwide provider of utility line warranties, to HomeServe USA.
  • Bridgestone attempts $947 million all-cash tender offer for Pep BoysJones Day represented Bridgestone Americas, Inc. in its proposed acquisition, through its wholly owned subsidiary Bridgestone Retail Operations, LLC ("BSRO"), of The Pep Boys - Manny, Moe & Jack, in an all-cash tender offer of $947 million.
  • OM Group acquired by Apollo Affiliated Funds for $1.03 billionJones Day advised OM Group, Inc. in its acquisition by funds managed by affiliates of Apollo Global Management, LLC, for $34.00 per share in cash, or approximately $1.03 billion.
  • DIRECTV merger with AT&T receives antitrust clearanceJones Day represented California based satellite TV provider DIRECTV on the antitrust aspects of its $67 billion acquisition by AT&T, a deal that combines AT&T's terrestrial internet and video business with DIRECTV's satellite video business.
  • CBS Outdoor Americas acquires premium outdoor advertising business from Van Wagner Communications for $690 millionJones Day advised CBS Outdoor Americas Inc. ("CBSO") on the cash acquisition of certain outdoor advertising business from Van Wagner Communications, LLC for $690 million.
  • ConAgra and its joint venture partners Cargill and Horizon Milling sell four U.S. flour mills to Miller Milling for $215 millionJones Day advised ConAgra Foods Food Ingredients Company, Inc. in its sale with joint venture partners Cargill, Incorporated and Horizon Milling, LLC of four U.S. flour mills for a combined initial purchase price of $215 million.
  • ConAgra, Cargill, and CHS form joint venture combining flour milling businesses to create new company, Ardent MillsJones Day advised ConAgra Foods in a joint venture with Cargill Incorporated and CHS Inc. to form Ardent Mills, a new flour milling company that will serve customers in the baking and food industries.
  • Tokyo Electron attempts $29 billion merger of equals with Applied MaterialsJones Day represented Tokyo Electron Limited in its proposed $29 billion merger of equals with Applied Materials, Inc., which, if completed, would have created a global innovator in semiconductor and display manufacturing technology based in The Netherlands and dual listed on NASDAQ and the Tokyo Stock Exchange.
  • OGE Energy forms joint venture with CenterPoint and ArcLight creating $11 billion master limited partnershipJones Day advised OGE Energy in the formation of an $11 billion master limited partnership that includes CenterPoint Energy's interstate pipelines and field services businesses and the midstream business of Enogex LLC, owned jointly by subsidiaries of OGE and ArcLight.
  • Wolters Kluwer Health acquires medical terminology management market leader Health LanguageJones Day advised Wolters Kluwer Health in its acquisition of Health Language, Inc., a leader in medical terminology management solutions.
  • Safeguard Properties acquires Bank of America's field servicing businessJones Day advised Safeguard Properties LLC in the acquisition of the mortgage field servicing business of Bank of America.
  • Procter & Gamble sells Pringles snacks business to Kellogg for $2.7 billionJones Day advised The Procter & Gamble Company in the sale of its Pringles snacks business to The Kellogg Company in a $2.7 billion all-cash transaction.
  • Micron Technology expands NAND Flash memory joint venture relationship with IntelJones Day represented Micron Technology, Inc. in connection with Micron's purchase of Intel Corporation's interest in memory wafer factories in Virginia and Singapore for approximately $600 million, the expansion of Micron's and Intel's NAND flash memory joint venture, the extension of Micron's and Intel's NAND flash memory joint development program and the expansion of that program to include emerging memory technologies.
  • ACI Worldwide acquires S1 for $520 millionJones Day advised ACI Worldwide, Inc. ("ACI") in connection with its agreement to acquire S1 Corporation ("S1") for approximately $520 million.
  • Procter & Gamble sells PUR water filtration business to Helen of Troy for $160 millionJones Day advised The Procter & Gamble Company in the sale of its PUR trademark, including all outstanding stock of PUR Water Purification Products, Inc., to Helen of Troy Limited, for $160 million.
  • Additional Publications

    • March 2018U.S. Antitrust Agencies Tighten Merger Remedy Standards
    • February 2013It's Not Over Until It's Over: U.S. DOJ Challenge to Consummated, Nonreportable Transaction Highlights Danger of Bad Documents, 17 The M&A Lawyer 1
    • May 2012Beware Obstruction of Justice In Merger Investigations, Law 360
    • October 2011The Curious Case of Urology of Central Pennsylvania, Law360
    • July 2011Antitrust Law Answer Book 2011-12, Practicing Law Institute, co-editor
    • 2009Introduction: Symposium on Remedies for Dominant Firm Misconduct, 76 Antitrust L.J. 1
    • June 2009The Rules of Professional Conduct Are Not Aspirational: Joint Representation of Corporations and Their Employees, Antitrust Source (Read the article.)
    • August 2008Required Reading for the New Administration, Antitrust Source
    • Summer 2008Roundtable Discussion: Advice for the New Administration (Chair's Showcase Program, ABA Section of Antitrust Law Spring Meeting, March 27, 2008), Antitrust Magazine
    • April 2008Roundtable Conference with Enforcement Officials, Antitrust Source
    • June 2007Ethical Considerations in Settling Antitrust and Consumer Protection Disputes, The Antitrust Source
    • 2005GM/Toyota:Twenty Years Later, The Antitrust Law Journal, No. 3
    • Summer 2002Ethical Implications of Lawyer Participation in Undercover Investigations and Other Covert Activities, Antitrust Magazine
    • Summer 1999Inadvertent Disclosure of Privilege Materials to Opposing Counsel, Antitrust Magazine
    • Spring 1998Antitrust Counseling on Group Buying Issues, Antitrust Magazine
    • Summer 1997Legal Ethics and the Internet, Antitrust Magazine

    Speaking Engagements

    • July 6, 2019
      Recent U.S. Merger Developments, CRESSE 2019 Conference: Advances in the Analysis of Competition Policy and Regulation
    • March 27, 2019
      Trailblazers: The Women Behind Significant Antitrust/CP Milestones; Session Chair/Co-Moderator at the 67th ABA Section of Antitrust Law Spring Meeting
    • October 20, 2018
      Consent Decrees and Remedies, Speaker, ABA Antitrust Masters Course IX
    • October 18, 2018
      Distribution and Robinson-Patman Issues, Speaker, ABA Antitrust Masters Course IX
    • October 18, 2018
      Conditional Pricing, Speaker, ABA Antitrust Masters Course IX
    • August 4, 2018
      Competition and Financial Services, Law Council of Australia, BLS Competition and Consumer Committee Workshop
    • April 12, 2018
      Fireside Chat -- Eastern Europe: Agencies on the Front Line of Free Markets, moderator, ABA Antitrust Section Spring Meeting
    • March 8, 2018
      Fundamentals of Mergers and Acquisitions, D.C. Bar Association's Antitrust Basics program
    • March 30, 2017
      Fireside Chat with Australian Competition & Consumer Commission (ACCC) Commissioner Roger Featherston, ABA Spring Meeting
    • December 2, 2016
      Fundamentals of Mergers and Acquisitions, CLE program "Antitrust for Beginners" sponsored by the D.C. Bar.
    • December 2, 2016
      Antitrust for Beginners, The District of Columbia Bar - Continuing Legal Education Program
    • October 1, 2016
      Consents and Remedies, Speaker, ABA Antitrust Masters Course VIII
    • September 29, 2016
      Conditional Pricing, Speaker, ABA Antitrust Masters Course VIII
    • September 29, 2016
      Distribution and Robinson Patman Issues, Speaker, ABA Antitrust Masters Course VIII
    • November 24, 2015
      Countdown to 2016: The U.S. Presidential Election and Competition Policy, Global Seminar Series, ABA Antitrust Section
    • July 24, 2015
      Consummated Non-Notified Mergers and Antitrust Scrutiny, Competition and Regulation Conference, Competition Matters 2015
    • June 11-12, 2015
      Antitrust Issues in Licensing and Distribution, ABA Antitrust Section's Antitrust in the Americas
    • May 29, 2015
      Coordination Issues: Information Exchange and Price Signaling, Global Antitrust Economics Conference, sponsored by Concurrence and George Mason University School of Law
    • April 15, 2015
      Don't Guess At the Ethics, ABA Antitrust Annual Spring Meeting panel
    • January 28, 2015
      Ethical Issues Attorneys Face When Using Social Media
    • November 12, 2014
      Legal Strategies for Trade Associations and Their Members: Best Practices for Maintaining the Attorney-Client Privilege
    • October 9, 2014
      Planning for Mergers and JVs, speaker, ABA Antitrust Masters Course VII
    • October 9, 2014
      Counseling on Vertical Agreements, speaker, ABA Antitrust Masters Course VII
    • April 9, 2014
      Ethics Panel, 2014 Annual Meeting & Conference, Energy Bar Association
    • November 14, 2013
      Lessons from Apple/Ebooks, panelist, 2013 ABA Antitrust Fall Forum
    • April 24, 2013
      Comparative Ethical Conflict Rules, panelist, ABA Section of Antitrust Law Webinar
    • April 10, 2013
      A Day in the Life: Compliance Program Effectiveness, panelist, ABA Section of Antitrust Law Annual Spring Meeting
    • December 1, 2012
      Agreements and Cartels--When is Collective Action Permitted, and When Not?, moderator, Antitrust in Asia: Developments in India's Competition Regime, ABA Section of Antitrust Seminar
    • November 30, 2012
      Antitrust Fundamentals: An Introduction to the Basics of Competition Law, faculty, Antitrust in Asia: Developments in India's Competition Regime, ABA Section of Antitrust Seminar
    • November 14, 2012
      Vertical Restraints and the "Monopoly-zation" of Section 1, ABA Section of Antitrust Webinar
    • October 6, 2012
      International Merger Review: EU, Brazil, Canada, China and India, speaker, ABA Antitrust Masters Course VI
    • October 5, 2012
      Planning for Mergers and JVs, speaker, ABA Antitrust Masters Course VI
    • October 5, 2012
      Advanced Merger Economics, speaker, ABA Antitrust Masters Course VI
    • July 12, 2012
      Antitrust Investigations: Tactical and Ethical Issues, D.C. Bar Association
    • March 28, 2012
      Ethical Implications of Lawyer Pretexting, panelist, Ethics in Privacy and Social Media, ABA Section of Antitrust Law Annual Spring Meeting
    • January 17, 2012
      Coordinated Legal Strategies for Trade Associations and Their Members: Best Practices for Maintaining the Attorney-Client or Work Product Privilege, panelist, ABA Section of Antitrust Law CLE Program
    • November 25, 2011
      Mergers and Joint Ventures – The Challenges Ahead, panelist, International Academy of Law's 3rd International Conference on Competition Law
    • September 30, 2011
      Lessons Since the Reagan Revolution at the FTC: A 30-Year Perspective on Competition and Consumer Policies, panelist, George Mason University School of Law's First Annual Manne Law & Economics Conference
    • July 2011
      Antitrust Investigations: Tactical and Ethical Issues, District of Columbia Bar Continuing Legal Education Program
    • June 27, 2011
      The Role of Economic Experts in Antitrust Litigation, panelist, George Mason University School of Law's Advanced Policy Institute on Antitrust Economics
    • June 17, 2011
      Merger Control: Defending a Problematic Merger, session chair, Competition Law in Transition: Trends and Challenges
    • March 11, 2011
      Re-Emergence of Behavioral Remedies in U.S. Merger Enforcement, IBA Merger Regulation in the EU after 20 Years -- Past, Present and Future
    • February 10, 2011
      Who is the Client?, moderator, BADC 2011 Symposium on Associations and Antitrust
    • January 13, 2011
      ABA-CLE Developments in Ethics 2010, panelist
    • October 3, 2010
      Compliance, Audits, and the Internal Investigation, The ABA Masters Course V
    • October 2, 2010
      The Art of Counseling: Distribution, Resale Price Maintenance, Customer and Territorial Restraints, Price Discrimination, The ABA Masters Course V
    • October 2, 2010
      The Art of Counseling: Relationships Between Competitors and Applying the Rule of Reason in Joint and Non-Joint Venture Situations, The ABA Masters Course V
    • September 17-18, 2010
      Standard-Setting Issues: United States Perspectives, 14th IBA Annual Competition Conference
    • July 2010
      Antitrust Investigations: Tactical and Ethical Issues, District of Columbia Bar Continuing Legal Education Program
    • April 21-23, 2010
      58th Annual ABA Antitrust Law Spring Meeting
    • April 23, 2010
      Essentials of Protecting Attorney-Client Communications in the Trenches of Public and Private Antitrust Enforcement: Perspectives from the U.S., Europe and Korea, panelist, 58th Annual ABA Antitrust Law Spring Meeting
    • January 29, 2010
      ABA-CLE Ethics for Prosecutors and Defense Counsel in Investigations and Trials: An International Comparison, panelist
    • October 15, 2009
      The Obama Department of Justice Addresses Competition Law Issues, panelist, The Association of General Counsel Fall Meeting
    • August 2009
      Criminal Cartels--a hypothetical case, panelist, 2009 Trade Practices Workshop, Sponsored by the Business Law Section of the Law Council of Australia
    • July 2009
      Antitrust Investigations: Tactical and Ethical Issues, District of Columbia Bar Continuing Legal Education Program
    • June 26, 2009
      Panelist, Antitrust: Dealing with anti-competitive behaviour during hard times, Chatham House Conference on Competition Policy after the Credit Crunch, Sponsored by The Royal Institute of International Affairs
    • March 25-27, 2009
      Revisiting the 1992 Merger Guidelines: Is It Time to Open Pandora's Box? ABA Section of Antitrust Law Spring Meeting
    • September 20, 2008
      U.S. Supreme Court to Address Price Squeeze Issues in October 2008 Term, IBA 12th Annual Competition Conference
    • September 18, 2008
      Cross-Border Cooperation: U.S. Perspectives, CBA 2008 Annual Fall Conference on Competition Law
    • July 29, 2008
      The Agency's External Relationships, panelist, "FTC at 100: Into Our Second Century" Roundtable
    • July 3, 2008
      Antitrust In The New Administration: What to Look For, NERA Antitrust & Trade Seminar
    • April 19, 2008
      Recent Developments: U.S. Antitrust/IP Interface, presented at Conference on Innovation and Competition: Forum on IPR Related Antitrust Rules (Competition Law Center, University of International Business & Economics)
    • April 17, 2008
      Closing Remarks, International Competition Conference, sponsored by Global Competition Forum and the Asia Pacific Forum of the International Bar Association, the Japan Competition Law Forum and the Section of Antitrust Law of the American Bar Association, supported by the Japan Federation of Bar Associations and the Japan Fair Trade Commission
    • March 28, 2008
      Roundtable Conference with Enforcement Officials (56th Annual Spring Meeting, ABA Section of Antitrust Law)
    • March 27, 2008
      Chair's Showcase Program: Advice for the New Administration (56th Annual Spring Meeting, ABA Section of Antitrust Law)
    • February 2008
      The Role of Market Definition in Unilateral Effects Analysis and in the Litigation of Unilateral Effects Cases, panelist, FTC Unilateral Effects Analysis and Litigation Workshop
    • March 2007
      The Front Lines: Prudent Business Decision-making in Light of the New Realities of Distribution, The 2007 Conference Board's Antitrust
    • February 13, 2007
      Negotiating Antitrust Aspects of M&A Transactions: How to Avoid and Allocate Risk, ABA Section of Antitrust Law and ABA Center for Continuing Legal Education Teleconference and Live Audio Webcast
    • October 6, 2006
      The Growing Challenge of Ethics in Antitrust, King's College Centre of European Law Lunchtime Lecture
    • October 2006
      U.S. Merger Update 2006, Keidanren Antitrust Seminar
    • October 2006
      Keidanren Seminar
    • September 2006
      The Tough Ethical Issues, Antitrust Masters Course III, ABA Section of Antitrust Law
    • September 2006
      Developments in the M&A Regulatory Environment, PLI Mergers & Acquisitions 2006 Seminar
    • January 2006
      Legal Ethics & Professionalism: Ethics Update for In-House and Outside Counsel, Fourteenth Annual London MCLE Fair
    • October 2005
      Conflicts Update 2005, ABA-ALI Course of Study, Investment Management Regulation
    • July 2005
      Antitrust Investigations: Tactical and Ethical Issues, District of Columbia Bar Continuing Legal Education Program
    • March 2005
      Frequently Encountered Ethics Problems in Antitrust Practice, ABA Section of Antitrust Law Spring Meeting
    • January 2005
      Counseling the Corporation Post Sarbanes-Oxley: Ethics and Professionalism Issues for In-House and Outside Counsel, JD MCLE University
    • October 2004
      Ethical Issues in the New Corporate Compliance Environment, ALI-ABA Investment Management Regulation
    • October 2004
      Antitrust Compliance Program: The New Sarbanes-Oxley/Ethics Challenges, ABA Antitrust Masters Course II
    • September 2004
      Price Discrimination, Professions, and Joint Ventures: From Protecting Competitors to Protecting Competition GM-Toyota—Twenty Years Later, FTC 90th Anniversary Symposium
    • May 2004
      Counseling the Corporation Post-Sarbanes-Oxley: Ethical Issues for In-House Attorneys, Food Marketing Institute Legal Conference
    • April 2004
      Counseling the Corporation in Crisis: Ethical Issues for In-House Attorneys, American Forest & Paper Association General Counsels Committee
    • February 2004
      Corporate Attorneys: Current Ethics and Professionalism Issues, CableLabs 2004 Law & Technology Conference
    • February 2004
      Attorney Ethical Considerations in a Changing Environment, ABA Section of Public Contract Law 10th Annual Federal Procurement Institute
    • November 2003
      Notwithstanding Sarbanes-Oxley, Don't Forget Your State's Rules of Professional Responsibility! ABA Section of Antitrust Law Fall Forum
    • October 2002
      The Tough Ethical Issues, The Antitrust Masters Course, ABA Section of Antitrust Law
    • April 2003
      Beyond SATs and GPAs: The Role of Antitrust Immunities in the College Admission Process, ABA Section of Antitrust Law Spring Meeting
    • March 2003
      Ethical Issues In The New Corporate Compliance Environment, 2005 ABA Spring Meeting
    • January 2003
      Coordinated Interaction: Is There a Need for More Rigor? Panel Leader, George Mason University Law School Symposium
    • October 2001
      The Antitrust Fundamentals of Mergers and Acquisitions: What the Transportation Practitioner Needs to Know, 34th Transportation Law Institute
    • November 2000
      Ethical Considerations in Antitrust Litigation, PLI Antitrust Litigation Seminar
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