Phillip A.Proger (Phil)

Of Counsel

(T) + 1.202.879.4668 (F) + 1.202.626.1700

Phil Proger practices antitrust law with emphasis on matters before U.S. and international enforcement agencies, including mergers and cartel investigations, as well as antitrust litigation.

He has extensive experience advising on antitrust issues in a broad range of industries. He has represented companies and individuals in investigations conducted simultaneously in multiple jurisdictions and defended those clients in follow-on class actions and non-U.S. damage actions. He also has handled numerous investigations by antitrust enforcement agencies involving mergers and nonmerger conduct (including conduct involving licensing, patent settlements, and refusals to deal).

Phil was named a "Dealmaker of the Year" by The American Lawyer in 2016, one of the few antitrust lawyers to be so honored. He has served as a member of the Board of Governors of the American Bar Association (2003-2006), Chair of the ABA Section of Antitrust Law (1998-1999), and Co-Chair of the ABA's 2008 Transition Report to the new Administration on antitrust enforcement. He is a frequent writer and speaker on antitrust topics and has testified before Congress (Senate and House of Representatives), the Federal Trade Commission, the Antitrust Modernization Commission, and the International Competition Policy Advisory Committee. He is a Fellow of the American Bar Foundation, the advisory boards of BNA Antitrust & Trade Regulation Report and The M&A Lawyer, and the Board of Visitors of the University of Maryland School of Law.

Experience

  • Nutrien acquires Actagro, LLC for $340 millionJones Day advised Nutrien Ltd. in its $340 million acquisition of Actagro, LLC, a developer, manufacturer, and marketer of environmentally sustainable soil and plant health products and technologies.
  • Fortune 500 company resolves DOJ investigation into alleged obstruction of justiceJones Day represented a Fortune 500 company facing investigation by the Department of Justice Antitrust Division for alleged obstruction of justice.
  • Nutrien sells SQM A share investment to Tianqi Lithium for $4.1 billionJones Day advised Nutrien Ltd. in the $4.1 billion sale of Nutrien’s stake in Sociedad Química y Minera de Chile S.A. to Tianqi Lithium Corporation.
  • Nutrien sells its equity position in Arab Potash Company to SDIC Mining Investment Co. Ltd. for $502 millionJones Day advised Nutrien Ltd. in its $502 million sale of 23,294,614 common shares of Arab Potash Company to SDIC Mining Investment Co. Ltd.
  • Nutrien completes $1.0 billion placement of Series B Common Shares on Santiago Stock ExchangeJones Day represented Nutrien Ltd., the world's largest provider of crop inputs and services, in connection with the placement of 100 percent of Series B Common Shares in Sociedad Quimica y Minera de Chile S.A. held by its Chilean subsidiaries to Chilean investors, certain other non-U.S. persons, and qualified institutional buyers within the meaning of Rule 144A under the U.S. Securities Act of 1933.
  • Rite Aid obtains antitrust clearance for proposed merger with AlbertsonsJones Day advised Rite Aid Corporation, one of the leading drugstore chains in the U.S., on the antitrust aspects of its proposed merger with Albertsons Companies, Inc.
  • Rite Aid Corporation sells 1,932 stores, three distribution centers, and related inventory to Walgreens Boots Alliance for $4.4 billion in cash.Jones Day advised Rite Aid Corporation as Antitrust counsel in the sale of 1,932 stores, three distribution centers, and related inventory to Walgreens Boots Alliance, Inc. for $4.4 billion in cash.
  • PotashCorp combines with Agrium in $38 billion merger-of-equalsJones Day advised PotashCorp in its $38 billion all-stock merger-of-equals with Agrium.
  • RCCH HealthCare Partners sells EASTAR Health System to Saint Francis Health SystemJones Day served as lead antitrust counsel to RCCH HealthCare Partners in the sale of EASTAR Health System, based in Muskogee, Oklahoma, to Saint Francis Health System.
  • Aetna attempts acquisition of HumanaJones Day represented Aetna Inc. as antitrust counsel in its attempted $37 billion acquisition of fellow health insurer Humana Inc.
  • USG sells L&W Supply Corporation to ABC Supply Co. for $670 millionJones Day advised USG Corporation in connection with its sale of L&W Supply Corporation, and certain other assets related to L&W's distribution business, to ABC Supply Co. Inc. for $670 million in cash.
  • Galenica acquires Relypsa for $1.53 billionJones Day advised Galenica AG, a diversified group of companies active throughout the health care market, in its acquisition of Relypsa, Inc., a biopharmaceutical company focused on the discovery, development, and commercialization of polymeric medicines, pursuant to a tender offer in which Galenica paid $32 per share, or a total of $1.53 billion.
  • Macy's acquires Bluemercury for $210 millionJones Day advised Macy's, Inc. in its bid for and acquisition of Bluemercury, Inc., America's largest and fastest-growing luxury beauty products and spa services retailer, for $210 million in cash.
  • Attachmate merges with Micro FocusJones Day advised U.S.-based The Attachmate Group, Inc. on the antitrust aspects of its merger with Micro Focus International plc.
  • Bayer acquires consumer care business of U.S.-based Merck for $14.2 billionJones Day advised Bayer AG on the antitrust aspects of its $14.2 billion acquisition of the consumer care business of U.S. pharmaceutical company Merck & Co., Inc.
  • Georgia-Pacific secures antitrust clearance for SPG acquisitionJones Day advised Georgia-Pacific LLC on the antitrust aspects of its acquisition of Select Product Group (SPG), a supplier of specialty paper and packaging products for quick service restaurants.
  • Certain Hostess bread brands and bakeries acquired by Flowers Foods for $355 millionJones Day advised Hostess Brands, Inc. regarding the sale of its Wonder, Merita, Nature's Pride, Home Pride, and Butternut bread brands and associated bakeries to Flowers Foods, Inc. for $355 million.
  • Georgia-Pacific acquires Temple-Inland Building Products business from International Paper for $750 millionJones Day advised Georgia-Pacific LLC, a subsidiary of Koch Industries, Inc., in its acquisition of the Temple-Inland Building Products business from International Paper Company for $750 million.
  • NASDAQ OMX Group obtains DOJ clearance for acquisition of eSpeed trading platformJones Day assisted The NASDAQ OMX Group, Inc. in securing antitrust clearance from the U.S. Department of Justice, without the issuance of a Second Request, in its acquisition of the eSpeed trading platform from U.S. financial brokerage firm BGC Partners, Inc. in a cash-and-stock deal valued at up to $1.2 billion.
  • Bayer HealthCare receives antitrust clearance for $1.1 billion Conceptus acquisitionJones Day advised Bayer Healthcare LLC on the antitrust aspects of its $1.1 billion acquisition of Conceptus Inc., the California based maker of the Essure® device and a global leader in the development of non-surgical sterilization products.
  • Speaking Engagements

    • February 2012
      Private antitrust litigation in Europe, panelist, GCR Global Elite Roundtable
    • September 30 - October 3, 2010
      "Merger Analysis" and "Mergers - Dealing With Enforcement Agencies," faculty member, ABA Antitrust Masters Course V
    • May 24-25, 2010
      2010 Antitrust in Healthcare
    • May 2010
      Antitrust in Healthcare, American Health Lawyers Association and American Bar Association
    • February 9-10, 2010
      Discovery Issues in Context of Conflicting Objectives, panelist, ABA 2010 International Cartel Workshop
    • November 2008
      Transitioning to the Next Administration – What to Expect from the Agencies, the Hill, and the States, ABA Antitrust Law Section Fall Forum
    • September 2007
      Antitrust in Healthcare, American Health Lawyers Association, program co-chair and speaker
    • May 2, 2007
      Testimony Before the United States House of Representatives' Subcommittee on Commerce, Trade and Consumer Protection
    • September 2006
      Handling the Merger Preliminary Injunction Case, Antitrust Masters Course III, ABA Section of Antitrust Law
    • May 2005
      Antitrust Primer, Antitrust in Healthcare Conference, ABA and American Health Lawyers Association
    • March 2005
      New Trends in Antitrust Oversight of Mergers, The Conference Board's Annual Antitrust Conference, panelist
    • November 18-19, 2004
      Review of Recent Merger Investigations, ABA Section of Antitrust Law Fall Forum
    • September 30-October 3, 2004
      Use of Economic Analysis in Mergers and Handling the Merger Preliminary Injunction Case, ABA Section of Antitrust Law Antitrust Masters Course II
    • May 20-21, 2004
      Antitrust Analysis of Patent Litigation Settlements: Cert Granted in the Matter of Cardizem CD Antitrust Litigation, panelist, ABA Section of Antitrust Law Program
    • May 20-21, 2004
      Antitrust & Intellectual Property: The Courts, The Enforcers and The Business World, panel moderator, ABA Section of Antitrust Law Program
    • March 2004
      The Challenge of Counseling and Litigating in the Shadow of the Per Se Rule, Chair's Showcase Program, ABA Section of Antitrust Law Spring Meeting
    • May 2003
      Antitrust Primer, Antitrust in Healthcare Conference, ABA and American Health Lawyers Association
    • April 2003
      Hot Button Issues, panel moderator, ABA Section of Antitrust Law Spring Meeting
    • March 2003
      New Trends in Antitrust Oversight of Mergers, panelist, The Conference Board's Annual Antitrust Conference
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