Steven Newborn

Partner

Weil, Gotshal & Manges LLP

Current

Current

NYMEX Holdings Inc. Unconditional antitrust clearance obtained for merger with CME Group Obtained unconditional antitrust clearance from the U.S. Department of Justice for NYMEX in connection with its multi-billion merger with CME Group. DOJ gave it's consent after a detailed and thorough review of the transaction. Clearance was secured on June 16, 2008 and the companies expect to close in the last quarter of 2008.

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

Reuters Group plc Secured antitrust clearance for Reuters in its $17.2 billion combination with The Thomson Corporation Weil Gotshal attorneys secured antitrust clearances for Reuters Group PLC in its $17.2 billion combination with The Thomson Corporation. Regulatory clearance was successfully obtained from the Antitrust Division of the U.S. Department of Justice after the parties agreed to sell copies of certain databases. Thomson Reuters is the world’s leading provider of news and data for professional markets.

Current

Citibank, N.A. In re ATM Fee Antitrust Litigation Representing Citibank, N.A. in a series of federal antitrust class actions. Plaintiffs allege that Citibank, along with a number of other major banks and financial institutions, illegally fixed the price of ATM interchange fees on the STAR ATM network, and seek to recover treble damages on behalf of a nationwide class of ATM users. The U.S. District Court for the Northern District of California recently granted partial summary judgment of plaintiffs' per se antitrust claims against Citibank and other defendants. The Court stated it would certify its decision for appeal to the Ninth Circuit if plaintiffs so request.

Current

Daimler, Chrysler, Mercedes-Benz In re New Motor Vehicles Canadian Export Antitrust Litigation Weil, Gotshal & Manges, LLP won a major appellate victory for various U.S. and Canadian Chrysler entities and Mercedes-Benz USA, LLC before the First Circuit Court of Appeals, which dismissed federal injunctive claims and vacated and remanded certification of a damages class consisting of millions of consumers who purchased new motor vehicles. Plaintiffs filed over 100 lawsuits in various state and federal courts beginning in 2003 against number automobile companies alleging that many of the major automobile manufacturers illegally conspired to prevent new vehicles destined for the Canadian market from entering the United States, with the alleged effect of raising new motor vehicle prices in the U.S. This ongoing action is one the largest antitrust class actions in the U.S. with alleged damages of approximately $3 billion. The federal claims were consolidated by the Multi-District Litigation Panel before Judge D. Brock Hornby of the United States District of Maine. In 2006, Judge Hornby certified an injunctive class of new motor vehicle purchasers under the federal Clayton Act. At the same time, Judge Hornby also certified a damages class of new motor vehicle purchasers under the state laws of 23 states, after Weil Gotshal had successfully argued for the dismissal of federal damages claims in 2004. Upon interlocutory appeal of class certification, the First Circuit Court of Appeals found no continuing basis for the injunctive claim and dismissed it, consequently calling into the question the federal court’s subject matter jurisdiction over the remaining state law claims and its personal jurisdiction over the Canadian entities. The First Circuit went on to vacate the certified state damages class, and remanded it to the district court for a more thorough inquiry into the plaintiffs’ theory of antitrust impact, assuming the district court finds a jurisdictional basis by which to keep the remaining claims before it.

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

Bausch & Lomb Acquisition of Bausch & Lomb by Warburg Pincus Provided antitrust advice to Bausch & Lomb in its acquisition by the global private equity firm Warburg Pincus. The acquisition was valued at approximately $4.5 billion.

Current

Providence Equity Partners Inc.; Ontario Teachers Pension Plan Board; Madison Dearborn Partners, LLC Acquisition of BCE Inc. (Bell Canada) Representing Providence Equity Partners Inc., Ontario Teachers Pension Plan Board and Madison Dearborn Partners, LLC in the $48.5 billion going private acquisition of BCE Inc. (Bell Canada), the largest leveraged buyout in history.

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

Eastman Kodak Company Acquisition of Creo Inc Secured antitrust clearance from DOJ for Eastman Kodak Company's $980 million acquisition of Creo Inc., a major and expanding competitor. Obtained early termination without divestitures despite the issuance of a Second Request and despite the presence of significant product overlaps. Also obtained competition clearance in five foreign jurisdictions including the EU. Transaction involved two of the leading manufacturers of pre-press equipment and consumables.

Current

Florida Rock Industries, Inc. Acquisition by Vulcan Materials Company Secured antitrust clearance from the DOJ for the $4.2 billion acquisition of Florida Rock Industries, Inc. by Vulcan Materials Company. Florida Rock, a leading producer of construction aggregates, cement, concrete and concrete products, operated in the Southeast and Mid-Atlantic states. Vulcan Materials Co. is the nation’s foremost producer of construction aggregates and a major producer of other construction materials. We were able to successfully negotiate settlement that required divestiture of a limited number of aggregates quarries.

Current

Footstar Foot Locker's acquisition of Footaction Obtained FTC clearance regarding Foot Locker’s acquisition of Footaction. Foot Locker and Footaction were the number one and two athletic footwear chains. Our client, Footstar, Footaction’s parent, sold the division as part of a bankruptcy reorganization. Clearance was obtained without a Second Request despite the compressed timeframe for filings involving bankruptcy assets.

Current

Gart Sports Gart Sports merger with The Sports Authority Successfully obtained FTC clearance for Gart Sports Company’s merger with The Sports Authority, which created the largest sporting goods chain in the U.S. Obtained clearance without a Second Request despite the FTC precedent set by the Staples case.

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

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

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

Providence Equity Partners, Inc. Private Equity Antitrust Litigation Lead counsel for Providence Equity in connection with private nationwide antitrust class action litigation asserting broad ranging antitrust conspiracy claims against Providence and other private equity companies. Successfully negotiated voluntary dismissal from plaintiffs.

Current

Shell Oil Company Shell Oil Company's acquisition of Pennzoil-Quaker State Company Represented Shell Oil Company in its $1.8 billion acquisition of Pennzoil-Quaker State Company. Antitrust clearance was obtained by negotiating a settlement with the FTC on terms favorable to Shell.

Current

The Sherwin-Williams Company The Sherwin-Williams Company Acquisition of Duron, Paint Sundry Brands and M.A. Bruder & Sons Obtained FTC clearance for Sherwin-Williams, a leading paint manufacturer, regarding two acquisitions of competitors, together valued at $625 million. Sherwin-Williams, acquired Duron, a significant regional paint manufacturer, after a “quick look” response to a Second Request. Legal advocacy and economic data secured antitrust clearance. Sherwin-Williams also acquired Paint Sundry Brands, the manufacturer of Purdy paint brushes, the premier brand among painting contractors. Also gained FTC approval for the 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.

Current

Vivendi Universal, S.A. Vivendi Universal's $14 billion joint venture with NBC Represented Vivendi Universal in its $14 billion joint venture with NBC, a subsidiary of General Electric. NBC Universal combines the companies’ industry leading entertainment assets, including Universal’s film and television studios, cable networks and theme parks and NBC’s broadcast and cable networks.

Current

Walgreen Co. Walgreen Co.'s acquisition of OptionCare, Inc. Advised Walgreens in its acquisition of Option Care, Inc. The $850 million transaction was completed in September 2007. As a result of the transaction Option Care became a wholly owned subsidiary of Walgreens and makes Walgreens the nation's fourth-largest specialty pharmacy provider.

St John's University

J.D.

1974

Long Island U. Brooklyn

B.A.

1971

Publication

Publication

Publication

Merger Remedies Panel (Berlin, Germany, July 1, 2008) Panelist at Conference presented by the IBA Antitrust Committee and the Studienvereinigung Kartellrecht Europe and The Globalisation of Antitrust

The Perfect Storm - Partial Acquisitions in the Energy Industry - Two Enforcement Imperatives (St. Gallen, Switzerland, May 22, 2008) Presentation before the XVth St. Gallen International Competition Law Forum

U.S. Merger Enforcement: A Changing Environment (Zurich, Switzerland, May 21, 2008) Presentation before Homburger AG

The Ten Commandments of Getting your Deal Through (New York, NY, March 10, 2008) Presentation before Citigroup Global Markets Inc.

Concentration and Market Shares (Washington DC, February 17, 2004) Panelist