Steven Bernstein

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Jurisdictions Admitted to Practice

Professional Experience

: Current; Johnson & Johnson Johnson & Johnson's acquisition of Pfizer's Consumer healthcare and OTC drug business Provided Johnson & Johnson with antitrust counsel in its $16.6 billion acquisition of Pfizer's Consumer healthcare and OTC drug business. Obtained clearance with limited divestitures given the scope of the transaction.

: Current; Avaya Inc. Going Private Transaction of Avaya Inc. Advised Avaya Inc., a leader in web-based corporate phone equipment, in its $8.3 billion sale to Silver Lake Partners and TPG Capital.

: Current; Yellow Book USA (Yell Group Plc) Acquisition of TransWestern Holdings LP Represented Yellow Book USA (Yell Group Plc) in its $1.6 billion acquisition of TransWestern Holdings LP from THL Partners and CIVC Partners LLC.

: Current; Johnson & Johnson Obtained clearance for Johnson & Johnson's attempted acquisition of Guidant Obtained clearance under both the US HSR Act and the EU merger control regulation for Johnson & Johnson in its attempted $20+ billion acquisition of Guidant Corporation

: Current; Shell Oil Company Oil Industry Salary Exchange Litigation Lead counsel for Shell Oil Company in multi-district putative class action against major oil companies that alleges the defendants exchanged information relating to salaries paid to employees with the effect of lowering salaries in violation of the Sherman Act. Two separate motions for class certification have been defeated. The litigation continues on an individual case basis.

: Current; Walgreen Co. Walgreens' acquisition of I-trax Represented Walgreens in its $278 million acquisition of I-trax, Inc., a leading operator of worksite health centers. At the time of the I-trax transaction, Walgreens simulateously agreed to purchase a second worksite health center operator. Antitrust clearance for the I-trax deal was obtained following the FTC's grant of early termination of the Hart-Scott-Rodino waiting period.

: Current; Staples, Inc. Staples' bid to acquire Corporate Express Representing Staples, Inc. and Staples Acquisition B.V., in the US and EU, in connection with its unsolicited multi-billion dollar cash bid to acquire Corporate Express N.V. Weil Gotshal is also coordinating the worldwide antitrust clearance process. Antitrust clearance for the transaction was obtained in the United States in the first half of 2008 and it is anticipated that clearance in the European Union will be granted in the near future.

: Current; Kinder Morgan Management Group Management Buyout of Kinder Morgan Inc. Advised Kinder Morgan's CEO 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.

: Current; Vanguard Car Rental Acquisition by Enterprise Rent-A-Car of Vanguard Car Rental including National and Alamo Represented Vanguard Car Rental in the sale of its National Car Rental and Alamo Rent A Car businesses to Enterprise Rent-A-Car. Antitrust clearance was obtained for this merger of two of the five national rental car companies without a Second Request.

Education

Professional Associations

Publications

Articles & Publications

Speaking Engagements

: Pharmaceutical Cases: Tackling Product Market Definition Issues (March 5, 2008)

: The Merger Guidelines: Is there a Gap Between the Guidelines and Agency Practice (November 01, 2005) American Bar Association Section of Antirust Law Fall Forum