Michael A.Gleason

Partner

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For 15 years, Michael Gleason has been involved in some of the most significant transactions to recently come before the antitrust agencies. He counsels clients on antitrust matters before U.S. and international enforcement agencies, including cross-border M&A transactions and government investigations, as well as antitrust litigation.

Michael has represented a variety of clients before the U.S. Department of Justice (DOJ), Federal Trade Commission (FTC), state, and international antitrust enforcers and has extensive experience in a range of industries, including agriculture, health care (providers and payers), pharmaceuticals, medical devices, software, tech platforms, chemicals, mining, defense, commodities, and food products, among others. His transactional work includes counseling clients at every stage of a deal, including premerger planning, regulatory filings, investigations, litigation, as well as post-closing investigations. Michael also frequently advises clients on a variety of antitrust issues, including competitor and vertical collaborations, information sharing, distribution arrangements, licensing, and single-firm conduct. Representative clients include Aetna, PinnacleHealth, Penn State Hershey, Nutrien, Monster Beverage, Outfront Media, and Yale New Haven Health System.

Michael is a member of the American Bar Association's Section of Antitrust Law and has written extensively on antitrust issues for these organizations. He currently serves as a vice chair of the ABA Section of Antitrust Law's Mergers & Acquisitions Committee. Recently, he served as co-editor of the Health Care Mergers and Acquisitions Handbook as well as editor of the health care chapter of Antitrust Law Developments (Eighth).

Experience

  • Parker Hannifin's recommended all cash acquisition of Meggitt PLCJones Day acted as U.S. counsel to Parker Hannifin Corporation in the £6.3 billion acquisition of Meggitt plc, a leading international company headquartered in Coventry, United Kingdom, specializing in high performance components and subsystems for the aerospace, defense and selected energy markets.
  • J.F. Lehman & Company sells BEI PrecisionJones Day advised J.F. Lehman & Company in the sale of BEI Precision Systems & Space Company, Inc. to Quantic Corporate Holdings, Inc., a portfolio company of Arcline Investment Management.
  • Roper Technologies sells TransCore to Singapore Technologies Engineering for $2.68 billionJones Day advised Roper Technologies, Inc. in the sale of TransCore Partners, LLC and TLP Holdings, LLC to an affiliate of Singapore Technologies Engineering Ltd. for $2.68 billion in cash, subject to customary purchase price adjustments.
  • Smith & Nephew acquires Extremity Orthopedics business of Integra LifeSciences Holdings Corporation for $240 millionJones Day advised Smith & Nephew plc, the global medical technology company, in its acquisition of the Extremity Orthopedics business of Integra LifeSciences Holdings Corporation (NASDAQ: IART) for $240 million on a cash and debt-free basis.
  • Sotera Health acquires Canadian-based Iotron IndustriesJones Day advised Sotera Health in the acquisition of Canadian-based Iotron Industries, a global leader in electron-based sterilization and materials modifications.
  • Parker Hannifin acquires Exotic Metals Forming Company LLC for $1.725 billion cashJones Day advised Parker Hannifin Corporation in its $1.725 billion cash acquisition of Exotic Metals Forming Company LLC.
  • Yale New Haven Health adds Milford Health & Medical to its health systemJones Day served as antitrust counsel to Yale New Haven Health System regarding its Bridgeport Hospital’s successful acquisition of Milford Health & Medical, Inc., an acute care community hospital located in Milford, Connecticut.
  • J.F. Lehman & Company acquires ENTACTJones Day advised long-standing client J.F. Lehman & Company, a leading middle-market private equity firm focused exclusively on the aerospace, defense, maritime, government, and environmental sectors, in the acquisition by an investment affiliate and financing of ENTACT, LLC, a national provider of environmental remediation and geotechnical services.
  • J.F. Lehman & Company acquires CTS EnginesJones Day advised J.F. Lehman & Company, a leading middle-market private equity firm focused exclusively on the aerospace, defense, maritime, government and environmental sectors, in the acquisition of CTS Engines, LLC and CTS Testing, LLC.
  • Parker Hannifin defends $4.3 billion acquisition of CLARCORFollowing a post-closing antitrust investigation, Parker Hannifin Corporation retained Jones Day to act as antitrust counsel in its litigation with the U.S. Department of Justice (DOJ) Antitrust Division over the company’s $4.3 billion acquisition of CLARCOR Inc.
  • Directional Aviation Capital sells 50% interest in SIMCOM Holdings, Inc. to CAE Inc.Jones Day advised Directional Aviation Capital (DAC), one of the largest, fastest growing, and most innovative corporate aviation service companies globally, in connection with the $85 million sale of a 50% interest in SIMCOM Holdings, Inc. to CAE Inc.
  • Smith & Nephew acquires Tusker Medical, Inc.Jones Day advised Smith & Nephew plc, the global medical technology company, in the acquisition of Tusker Medical, Inc., the developer of the Tula System, an in-office solution for tympanostomy tubes (commonly known as ear tubes).
  • HOERBIGER Group acquires Deublin CompanyJones Day advised HOERBIGER Group, a privately-held industrial company headquartered in Switzerland, on the acquisition of Deublin Company, the leading manufacturer of rotating unions in the world.
  • OUTFRONT Media completes $400 million PIPEJones Day advised OUTFRONT Media Inc., one of the largest providers of advertising space on out-of-home advertising structures and sites in the United States and Canada, in connection with its $400 million private placement of 400,000 shares of Series A Convertible Perpetual Preferred Stock to affiliates of Providence Equity Partners LLC, who led the purchase, and to affiliates of Ares Management Corporation.
  • SAP acquires Qualtrics for $8 billionJones Day advised SAP in its $8 billion acquisition of Qualtrics International Inc., the global pioneer in the experience management software category.
  • Monster Beverage enters into long-term commercial relationship with Coca-Cola and receives net cash payment of $2.15 billionJones Day represented Monster Beverage Corporation in connection with a series of transactions involving The Coca-Cola Company for a long-term commercial relationship in which Coke transferred its global energy drink business to Monster, Monster transferred its non-energy business and 16.7% of its common stock to Coke, the parties realigned their global distribution relationship, and Coca-Cola made a net cash payment of $2.15 billion to Monster.
  • Autodesk acquires BuildingConnected for $275 millionJones Day advised Autodesk, Inc. in its $275 million acquisition of BuildingConnected, Inc., a provider of preconstruction bid management software tools and construction network.
  • Smith & Nephew acquires Ceterix® Orthopaedics Inc. for up to $105 millionJones Day advised Smith & Nephew in its acquisition of Ceterix® Orthopaedics, Inc., the developer of a unique device that addresses complex meniscal tear patterns, for up to $105 million.
  • Reynolds American acquires Lorillard for $27.4 billionJones Day advised Reynolds American Inc. (NYSE: RAI) in its acquisition of Lorillard, Inc. for $27.4 billion and in the related $7.1 billion divestiture to an affiliate of Imperial Tobacco Group and $4.7 billion investment by British American Tobacco, RAI's largest shareholder.
  • Advertising firm resolves DOJ investigation into alleged cartel activitiesJones Day represented a company facing investigation by the Department of Justice Antitrust Division regarding alleged cartel activity in the advertising industry.
  • Autodesk acquires PlanGrid for $875 millionJones Day advised Autodesk, Inc. in its $875 million acquisition of PlanGrid, Inc., a provider of construction productivity software.
  • BWXT acquires Sotera Health's Nordion medical isotope businessJones Day advised BWX Technologies, Inc. ("BWXT") in its acquisition of Sotera Health’s Nordion medical isotope business.
  • Bad Boy receives investment from The Sterling GroupJones Day advised Bad Boy, Inc., a leading manufacturer of high-performance zero-turn riding lawn mowers, in its cash and stock sale to The Sterling Group.
  • Adecco Group acquires General Assembly Space, Inc. for $412.5 millionJones Day advised The Adecco Group AG in its $412.5 million acquisition of General Assembly Space, Inc., a provider of work force educational curricula and training courses in the fields of technology, design, business, data, and digital marketing.
  • Exelis acquired by Harris Corporation for $4.8 billionJones Day advised Exelis, Inc. in its acquisition by Harris Corporation in a cash and stock transaction valued at $23.75 per share, or approximately $4.8 billion enterprise value.
  • Adecco Group acquires VetteryJones Day advised The Adecco Group, the world's leading HR solutions partner, in its acquisition of Vettery, Inc., a digital professional permanent recruitment marketplace.
  • PotashCorp combines with Agrium in $38 billion merger-of-equalsJones Day advised PotashCorp in its $38 billion all-stock merger-of-equals with Agrium.
  • Smith & Nephew acquires Rotation Medical Inc. for up to $210 millionJones Day advised Smith & Nephew plc in its acquisition of Rotation Medical Inc., a developer of a novel tissue regeneration technology for shoulder rotator cuff repair, for an initial cash consideration of $125 million and up to $85 million over the next five years, contingent on financial performance.
  • PinnacleHealth and UPMC close transactionJones Day advised PinnacleHealth System in its successful affiliation with the University of Pittsburgh Medical Center (UPMC).
  • Reynolds American acquired by British American Tobacco Plc in deal valued at $49 billionJones Day advised Reynolds American Inc. ("RAI") regarding the acquisition by British American Tobacco, p.l.c. ("BAT") of 57.8 percent of the outstanding shares of RAI not owned by BAT and its affiliates in a transaction valued at $49 billion.
  • PinnacleHealth acquires four Pennsylvania hospitalsJones Day advised PinnacleHealth System in its successful acquisition of four Pennsylvania hospitals from Community Health Systems: Memorial Hospital of York in York, Lancaster Regional Medical Center in Lancaster, Heart of Lancaster Regional Medical Center in Lititz, and Carlisle Regional Medical Center in Carlisle.
  • Aetna attempts acquisition of HumanaJones Day represented Aetna Inc. as antitrust counsel in its attempted $37 billion acquisition of fellow health insurer Humana Inc.
  • PinnacleHealth System and Penn State Hershey attempt to merge Pennsylvania hospitalsJones Day represented PinnacleHealth System and Penn State Milton S. Hershey Medical Center as antitrust counsel in the hospitals' proposed merger.
  • Panalpina and DSV join forces by way of CHF 4.6 billion (US$4.6 billion) public exchange of stockJones Day advised Panalpina Welttransport (Holding) AG, Basel, Switzerland, one of the world's leading freight forwarders, with respect to German, EU, and U.S. securities law aspects and foreign direct investment filings in connection with the combination with DSV A/S, Hedhusene, Denmark, by way of a CHF 4.6 billion (US$4.6 billion) public exchange offer of DSV to all Panalpina shareholders to tender their Panalpina shares (listed at SIX Swiss Exchange) against DSV shares (listed at NASDAQ Copenhagen).
  • 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.
  • Atlantic Health System acquires Hackettstown Regional Medical CenterJones Day represented Atlantic Health System in the transfer of ownership of Hackettstown Regional Medical Center from Adventist HealthCare to Atlantic Health System.
    • View All

    July/August 2022 External Publications

    U.S. Antitrust Agencies Take Aim at Private Equity, The M&A Lawyer

    March 2022 External Publications

    Proposed Legislation in New York Would Enact the First General, State-Level Premerger Reporting Regime, The M&A Lawyer, Vol. 26, Issue 3

    February 2022 External Publications

    U.S. Antitrust Agencies Consider Sweeping Changes to Horizontal and Vertical Merger Guidelines, The M&A Lawyer, Vol. 26, Issue 2

    November/December 2021 External Publications

    FTC Resurrects Unilateral Preapproval in Merger Investigation Settlements to Halt Future "Anticompetitive" M&A and Introduces Changes to Second Request Reviews, The M&A Lawyer, Volume 25, Issue 10

    November 2021 Commentary

    FTC Resurrects Unilateral Preapproval in Merger Investigation Settlements to Halt Future "Anticompetitive" M&A

    July/August 2021 External Publications

    Executive Order Signals New Era in Antitrust Enforcement and Merger Review, The M&A Lawyer, Vol. 25, Issue 7

    JULY 2021 Commentary

    FTC Signals Aggressive Antitrust Policy as Part of Government Pro-Enforcement Agenda

    July 2021 Commentary

    Biden Administration Executive Order Would Expand Regulatory Intervention in Markets Across the Economy

    June 2021 External Publications

    Mexico's Antitrust Authority Updates Merger Guidelines, The M&A Lawyer, Vol. 25, Issue 6

    April 2021 Alert

    Mexico's Antitrust Authority Updates Merger Guidelines
    View All

    Additional Publications

    • August 16, 2022
      U.S. Antitrust Agencies Take Aim at Private Equity, The M&A Lawyer, Vol. 26, Issue 7
    • July 2020
      Antitrust Law Answer Book (2020 Ed.), co-editor, Practising Law Institute
    • February 2020
      What You Need to Know About the New FTC/DOJ Vertical Merger Guidelines, The M&A Lawyer, Vol. 24, Issue 2
    • August 2018
      Structural Remedies, Global Competition Review, The Guide to Merger Remedies
    • March 16, 2018
      Health Care Mergers and Acquisitions Handbook (2d Ed.), co-editor, ABA Section of Antitrust Law
    • 2017
      State Action Practice Manual (3d Ed.), Section of Antitrust Law, American Bar Association, contributor
    • 2016
      Antitrust Law Developments (Eighth), Health Care chapter, Section of Antitrust Law, American Bar Association, editor
    • January 2015
      Handbook on the Scope of Antitrust Law (1st ed.), Chapter XV.A. Insurance and the McCarran-Ferguson Act, Section of Antitrust Law, American Bar Association
    • August 2014
      Court Holds County and Medicaid Managed Care Health Plan Immune from Sherman Act Claims for Monetary Damages, Exemptions & Immunities Committee of the Section of Antitrust Law, American Bar Association
    • June 2013
      Federal Court Rules that the North Carolina State Board of Dental Examiners is not Immune from the Antitrust Laws, Exemptions & Immunities Committee of the Section of Antitrust Law, American Bar Association
    • May 2013
      Bills Seek to Repeal McCarran-Ferguson Exemption for the Health Care Industry, E&I Update, a publication of the Exemptions & Immunities Committee of the Section of Antitrust Law, American Bar Association
    • July 2011
      Antitrust Law Answer Book 2011-2012, contributor, Practicing Law Institute
    • March 2011
      Antitrust Exemptions and Immunities Legislative Update, E&I Update, a publication of the Exemptions & Immunities Commitee of the Section of Antitrust Law, American Bar Association
    • April 2010
      State Action Practice Manual (2d ed.), contributor, Section of Antitrust Law, American Bar Association
    • April 2010
      Exceptions to the State Action Doctrine & Hybrid Actors, contributor, State Action Practice Manual, 2d ed., Section of Antitrust Law, American Bar Association
    • 2009 - 2011
      Various Alerts on Developments in Antitrust Issues related to Health Care for the American Health Lawyers Association
    • February 2008
      Judicial Relief and Remedies, contributor, Mergers & Acquisitions, Understanding the Antitrust Issues, 3d ed., Section of Antitrust Law, American Bar Association
    • 2008
      Annual Review of Antitrust Law Developments, 2007 Update, contributor

    Speaking Engagements

    • April 7, 2022
      Managing Antitrust Risk in an Uncertain World, 70th ABA Section of Antitrust Law Spring Meeting
    • February 10, 2022
      Antitrust Cross-Border Matters, The Universidad Panamericana (Mexico City, D.F., Mexico)
    • July 20, 2021
      Is Change in the Air? Should the U.S. Antitrust Laws be Fundamentally Revised?
    • March 12, 2020
      Making a Comment: Perspectives on the ABA Comment on the Agencies' Draft Vertical Merger Guidelines
    • March 27, 2019
      Unexpected Outcomes: When Merger Review Breaks Bad, 67th ABA Section of Antitrust Law Spring Meeting
    • October 4, 2018
      Current Antitrust Topics, Epiq Events
    • February 13, 2018
      The ABCs of Antitrust in Healthcare: Mergers, Affiliations, and Acquisitions, American Health Lawyers Association
    • January 29, 2018
      Monthly Antitrust Update Program for In-House Counsel, ABA Section of Antirust Law
    • October 22, 2015
      Practice Before the FTC and the New Model "Second Request:" Issues and Challenges, DC Bar
    • March 11, 2015
      Health Care Antrust 101, ABA Section of Antitrust Law Young Lawyer Division, moderator
    • May 28, 2014
      Fundamentals of Antitrust Exemptions and Immunities, ABA Section of Antitrust Law Brown Bag
    • October 25, 2011
      Antitrust Compliance Programs Start to Finish, ABA Antitrust Section of Antitrust Law Brown Bag

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