Larissa C.Bergin

Partner

Washington + 1.202.879.5499

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Larissa Bergin's practice addresses emerging issues arising out of regulator enforcement of, and commentary on, the antitrust laws. Whether client antitrust concerns arise from M&A matters, joint ventures, federal and state investigations, or commercial practices, Larissa focuses on taking a proactive approach to mitigate antitrust risks in the current antitrust climate.

Larissa represents clients in a variety of industries, including the technology, financial services, health care, pharmaceutical, and retail sectors. By means of example, Larissa advises financial institutions and other companies regarding ESG-related (environmental, social, and governance) risks and represents them during investigations. She also is heavily involved in pharmaceutical and health care-related transactions and investigations arising from regulator concerns over innovation, pricing, and entry.

Larissa has overseen the antitrust aspects of corporate M&A, including due diligence, risk-shift negotiations, Hart-Scott-Rodino (HSR) filings, Second Requests, investigational hearings, integration planning, and consent decrees with federal agencies. Many of Larissa's clients have an international reach, and she has been involved in matters that require advocacy before governments throughout Asia, the European Union, and North America.

Larissa is chair of the Food, Drug and Cosmetics Law Section of the New York State Bar Association. She also has been quoted on MSNBC regarding how Obamacare has affected M&A activity and in Getting the Deal Through on generic drug approval.

She is admitted in New York, Connecticut, and the District of Columbia.

Experience

  • Affiliate of Centre Lane Partners acquires appliance business from Instant BrandsJones Day advised an affiliate of Centre Lane Partners in the acquisition and financing of the appliances business of Instant Brands, designer and distributor of kitchen and home appliances, including the Instant Pot, pursuant to Section 363 of title 11 of the United States Code.
  • CoLift, Traxys Management and Optiver acquire Traxys GroupJones Day represented CoLift LLC, which sponsored the management buy-out of the Traxys Group, a leading global physical trader and merchant in metals and natural resources, together with Optiver, a global market maker and an investor group active in mining and natural resources led by Regent Mercantile Holdings Limited and The LOM Financial Group.
  • Apollo merges with THLJones Day served as antitrust and regulatory counsel in the sale of Apollo Tourism & Leisure Limited ("Apollo") to Tourism Holdings Limited ("THL") through a scheme of arrangement in relation to antitrust and regulatory clearances in Australia and New Zealand.
  • Sensata Technologies acquires DynapowerJones Day advised Sensata Technologies (NYSE: ST), a leading industrial technology company and provider of sensor-rich solutions and insights for customers, in connection with its acquisition of Dynapower Company, LLC, a leading provider of energy storage and power conversion systems, from private equity firm Pfingsten Partners for $580 million in cash.
  • Goode Partners acquires ReadyWiseJones Day advised Goode Partners in the acquisition and financing of ReadyWise, the leader in emergency food preparedness.
  • Solmax acquires U.S. geosynthetics manufacturer PropexJones Day served as antitrust and financing counsel to Groupe Solmax Inc. (Solmax) in the acquisition by Solmax of Propex Operating Company, LLC, a leading geosynthetics manufacturer with a long track record in the construction, transportation, mining, and automotive industries.
  • Sensata Technologies acquires Spear Power SystemsJones Day advised Sensata Technologies in its acquisition of Spear Power Systems, a leader in lithium-ion based energy storage solutions for mission-critical and demanding end user applications.
  • HD Supply acquired by The Home Depot, Inc. for $8.8 billionJones Day advised HD Supply, Inc. ("HDS") in its $8.8 billion acquisition by The Home Depot, Inc. ("Home Depot").
  • HD Supply sold its Construction & Industrial--White Cap business segment for $4 billion to an affiliate of Clayton, Dubilier & RiceJones Day advised HD Supply Holdings, Inc. in the $4 billion sale of its Construction & Industrial--White Cap business (also known as "White Cap"), a leading distributor of specialty concrete and construction products and services in North America serving professional contractors, to an affiliate of Clayton, Dubilier & Rice.
  • BBA Aviation sells Ontic for $1.365 billionJones Day advised BBA Aviation plc ("BBA") in the sale of its Ontic business to an investment fund affiliated with CVC Capital Partners for $1.365 billion.
  • NASDAQ Technology AB acquires Cinnober Financial Technology ABJones Day provided antitrust advice in relation to NASDAQ Technology AB's acquisition of Cinnober Financial Technology AB.
  • Fairmount Santrol and Unimin merge creating CoviaJones Day advised Fairmount Santrol in its merger with Unimin Corporation, a wholly owned subsidiary of SCR-Sibelco NV, in a tax-free, cash and stock transaction, creating a leader in proppant and industrial materials solutions.
  • Imerys merger with Kerneos receives antitrust clearanceJones Day represented Imerys S.A., a multinational manufacturer of industrial minerals, on the antitrust aspects of its €880 million acquisition of Kerneos, a global producer and supplier of specialty cements.
  • Newell Brands sells Winter Sports businesses to Kohlberg & Company for $240 millionJones Day advised Newell Brands Inc. (NYSE: NWL) in the sale of its Winter Sports businesses to private equity firm Kohlberg & Company for $240 million, subject to adjustment.
  • Nissan Motor Co. in global restructuring of Takata CorporationJones Day is representing Nissan Motor Co., Ltd. in connection with the global restructuring of Takata Corporation and its subsidiaries.
  • TDK acquires InvenSense for $1.3 billionJones Day advised TDK Corporation in its $1.3 billion acquisition of InvenSense, Inc.
  • AREVA sells subsidiary Canberra to Mirion-CharterhouseJones Day represented AREVA in the sale of its subsidiary, Canberra, a leading provider of innovative and cost-effective nuclear instrumentation solutions, to Mirion-Charterhouse.
  • NASDAQ obtains antitrust clearance for acquisition of U.S. Exchange Holdings and its three equity options exchangesJones Day assisted NASDAQ, Inc. in securing antitrust clearance from the U.S. Department of Justice in its acquisition of U.S. Exchange Holdings, Inc. and its three equity options exchanges (ISE, ISE Gemini, and ISE Mercury) from Deutsche Börse Group in a cash, bank debt, and bond deal valued at $1.1 billion.
  • NASDAQ obtains antitrust clearance for BoardvantageJones Day assisted NASDAQ, Inc. in obtaining antitrust clearance from the U.S. Department of Justice regarding its acquisition of Boardvantage, Inc., a leading board portal solution provider that also specializes in leadership collaboration and meeting productivity powered by the MeetX platform.
  • Boehringer Ingelheim sells U.S. injectable generics business and ANDAs to Hikma PharmaceuticalsJones Day advised Ben Venue Laboratories, Inc., a member of the Boehringer Ingelheim Group of Companies, on the antitrust aspects of two transactions with Jordan based Hikma Pharmaceuticals plc.
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    May 2024 Commentary

    The UK Competition and Markets Authority Takes Action Against Allegedly Misleading Environmental Claims

    April 2024 Commentary

    FTC Weighs In on Orange Book Listing of Drug-Device Patents

    February 2024 Commentary

    OCC Proposal and Policy Statement on Bank Mergers Could Freeze the Banking Industry in Place

    July/August 2023 External Publications

    Competition and Financial Stability: The Emerging Regulatory Framework for Bank Merger Reviews, The M&A Lawyer, Vol. 27, Issue 7

    February 2023 Alert

    Senate Judiciary Committee Revisits Drug Pricing Reform Bills

    February 2022 Alert

    FDA Proposes National Standards for Wholesale Drug Distributors and Third-Party Logistics Providers

    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

    April 2021 Commentary

    FTC Notches Win in Fifth Circuit Reverse Payment Patent Settlement Case

    March 2021 External Publications

    Proposed Antitrust Reform Legislation: Sea Change or Nothing to See?, The M&A Lawyer, Vol. 25, Issue 3
    View All

    Additional Speaking Engagements

    • August 7, 2024
      Panel Discussion on the FTC’s Rule Banning Noncompete Agreements
    • June 5, 2024
      American Law Institute Continuing Legal Education - FTC Final Rule Noncompete Agreements: What It Means for Your Clients
    • December 2023
      NY Bar, 2023 Trade Secrets Symposium- Navigating Non-Compete Bans in New York
    • December 2023
      Interoperability For + With Everyone: Mobile Medical innovation Roundtable
    • January 2023
      FTC's Proposed Rule Banning Noncompetes MCLE
    • January 2023
      FDA Commissioner Califf's First Year - Initial Focus Areas and What to Expect in 2023 New York State Bar Association Annual Meeting
    • January 2021
      Keynote Address with Acting Chief of Staff of the FDA, Julia Tierney, New York State Bar Association, Annual Meeting
    • March 2020
      FTC Enforcement Authority: Recent Challenges, American Bar Association
    • January 2019
      Blockchain in Healthcare, New York State Bar Association Annual Meeting
    • October 2018
      Beyond the Basics of Blockchain: Current and Future Use Cases and Corresponding Regulatory Development, New York State Bar Association
    • January 2018
      M&A Antitrust Risk Shifting Between Parties, Moderator, ABA Section of Antitrust Law
    • January 2018
      Developments in Drug Law, New York State Bar Association Annual Meeting
    • May 2017
      Broadcasting to a Different Audience: Interagency Review in Telecomm Mergers, moderator, ABA Section of Antitrust Law
    • January 2017
      Developments in Drug Law, New York State Bar Association Annual Meeting
    • December 2016
      Biosimilar Regulatory Compliance, Food and Drug Law Institute, Enforcement, Litigation, and Compliance Conference, Roundtable Discussion

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