Key Representations: Antitrust Litigations/Investigations

• Garber, et al. v. The Office of the Commissioner of Baseball, et al. – Representing MLB in consumer antitrust class action challenging the video distribution of baseball games.
• The State of Texas, et al. v. Penguin Group (USA) Inc., et al.; United States v. Apple, Inc., et al.; In re: Electronic Books Antitrust Litigation – Representing Simon & Schuster in 29 purported class actions consolidated in S.D.N.Y. challenging certain publishers' sale of e-books pursuant to agency distribution arrangements between each of the publishers and electronic book retailers. Successfully negotiated a settlement with DOJ and a parens patriae settlement with 54 U.S. states and territories, subject to final court approval.
• Sanofi-Aventis U.S. LLC, et al. v. Sandoz – Represented Sanofi and the patent holder in defense of antitrust counterclaims asserted by generic drug manufacturer in patent infringement litigation involving Eloxatin. Obtained bifurcation and stay of discovery pending resolution of the underlying patent case.
• Sanofi-Aventis U.S. LLC / Synthon Holding B.V. – Successfully convinced FTC to close its investigation of alleged violations of the Medicare Modernization Act regarding certain patent agreements involving Ambien CR without any enforcement action.
• Superior Offshore International, et al. v. Bristow Group Inc., et al. – Represented SEACOR Holdings, Inc. obtaining summary judgment, affirmed on appeal, dismissing a putative Section 1 class action accusing SEACOR, Bristow Group, PHI Inc., and others of conspiring to fix prices for helicopter flights to oil rigs in the Gulf of Mexico in its entirety.
• The American Medical Association, et al. v. United Healthcare Corporation, et al. – Represented United Healthcare in national class action lawsuits by members of various employer health care plans, individual doctors and several medical associations, involving antitrust and other claims relating to databases providing information on physician billed charges.
• Hi-Tech Pharmacal Co., Inc. v. Jame Fine Chemicals, Inc. and MedPointe Inc. – Represented MedPointe Pharmaceuticals winning summary judgment dismissing Section 1 antitrust claims brought by a generic competitor.
• Finnegan v. Campeau Corp. – Represented R.H. Macy & Co. securing dismissal of Section 1 antitrust claims, affirmed on appeal, in connection with competing tender offer bids.
• Dahl, et al. v. Bain Capital LLC, et al. – Represented Thomas H. Lee Partners, L.P. in a putative treble damage class action lawsuit against private equity firms and investment banks on behalf of a class of shareholders in certain leveraged buyouts alleging antitrust violations.
• United States v. AMR Corp. – Represented American Airlines as co-lead counsel in the DOJ’s suit alleging Section 2 predatory pricing and in associated consumer class actions. Summary judgment obtained, affirmed on appeal, dismissing the government’s entire case.
• AMR Corp. v. UAL Corp. – Represented American Airlines as co-lead counsel challenging United's acquisition of Air Wisconsin. After substantial completion of trial before Judge Kimba Wood, the case was mediated, resulting in a favorable settlement for American.
• US Airways Group, Inc. v. British Airways PLC, et al. – Represented American Airlines as lead counsel in USAir's antitrust challenge to a proposed BA-American alliance. Obtained dismissal of all charges against American Airlines.
• Amadeus IT Group S.A. v. American Airlines – Represented American Airlines as lead counsel defeating a motion for a preliminary injunction filed by Amadeus that threatened to shut down a major new program American planned to launch within weeks of the injunction hearing.
• Meredith Corporation, et al. v. Sesac, LLC, et al. – Represented local television stations suing the SESAC performance rights organization challenging its licensing practices under the federal antitrust laws. Successfully defeated Defendants' motion to dismiss the case.
• In the Matter of Evanston Northwestern Healthcare Corp. and ENH Medical Group – Represented a key third party witness resulting in FTC prevailing in its post-closing Section 7 challenge to a hospital merger and successfully obtaining prospective remedial relief regarding, among other things, payor negotiations.
• In the Matter of Piedmont Health Alliance, Inc. – Represented a key third party witness resulting in FTC obtaining a consent order prohibiting, among other things, collective negotiations with payors.
• In the Matter of North Texas Specialty Physicians – Represented a key third party witness resulting in FTC successfully prevailing in its Section 5 horizontal price-fixing claims against respondents and obtaining a consent order prohibiting, among other things, collective negotiations with payors.
• Defended a major off-shore helicopter services company in a multi-year U.S. investigation of price-fixing. The matter was closed without charges.

Key Representations: Mergers/Acquisitions/Joint Ventures

• Sanofi in securing antitrust clearance for its $20.1B acquisition of Genzyme.
• Sanofi in securing antitrust clearance for its $1.9B acquisition of Chattem Inc.
• Sanofi in securing antitrust clearance for its $4B purchase of Merck & Co’s 50% stake in its Animal Health joint venture.
• Bed Bath & Beyond Inc. in securing antitrust clearance for its $554M acquisition of Cost Plus, Inc.
• Accor S.A. in securing antitrust clearance for its $1.9B sale of its United States Economy Hotels Division (including Motel 6 and Studio 6) to Blackstone Real Estate Partners VII.
• CBS in securing antitrust clearance for its joint venture with Warner Bros Entertainment to form the CW Network.
• CBS in securing antitrust clearance for its $1.525B sale of its Power Generation business to Siemens AG.
• CBS in securing antitrust clearance for its $6.5B purchase of Outdoor Systems Inc. Obtained antitrust clearance after negotiating a favorable settlement with DOJ.
• Simmons Company, a portfolio company of THL Partners, in securing antitrust clearance for its $758M sale to Ares Management and Ontario Teachers’ Pension Plan.
• Simmons Company in securing antitrust clearance for its $115M acquisition of Simmons Canada Inc., from SCI Income Trust.
• Simmons Company in securing antitrust clearance for its sale of Sleep Country USA (retail sales unit of Simmons Company) to The Sleep Train, Inc.
• MHI in securing antitrust clearance for its 'next generation' nuclear power stations joint venture with Areva.
• GAF in securing antitrust clearance for its joint venture with Johns Manville.
• Dresser Industries in securing antitrust clearance for its $7.7B sale to Halliburton Co.
• American Airlines in securing antitrust clearance for its $6B acquisition of TWA without any divestiture or other remedy.
• American Airlines in securing antitrust clearance for its purchase of TWA's Heathrow routes/slots.
• General Electric Co. in securing antitrust clearance for the formation of its $8B global finance joint venture with Mubadala Development Co.
• UnitedHealth Group in securing antitrust clearance for its approximately $8.1B merger with PacifiCare Health Systems, Inc. Obtained antitrust clearance after negotiating a favorable settlement with DOJ.
• UnitedHealth Group in securing antitrust clearance for its $2.95B acquisition of Mid Atlantic Medical Services.
• SF Holdings Group, Inc./Sweetheart Cup in securing antitrust clearance for its sale to Solo Cup Co.
• Millennium Chemicals Inc. in securing antitrust clearance for its $2.3B sale to Lyondell Chemical Company.
• Genmar Holdings Inc. in securing antitrust clearance for its sales of certain lines to Brunswick Corporation.
• Education Media Publishing Group, parent of leading textbook publisher Houghton Mifflin, in securing antitrust clearance for its $4B acquisition of a direct competitor, the Harcourt Education, Harcourt Trade, and Greenwood-Heinemann divisions of Reed Elsevier. Obtained early termination from DOJ without divestitures only four months after notification of the transaction.

• L'Oreal S.A. in securing antitrust clearance for its $743M acquisition of Maybelline, as well as its acquisition of Bristol-Myers Squibb's Matrix division and Carson, Inc.

• DIRECTV Group Inc. in securing antitrust clearance for its $938M acquisition of the direct broadcast satellite business of Pegasus Satellite Television, Inc.
• Six Flags Entertainment Corp. in securing antitrust clearance for its $145M sale of its Cedar Point amusement park to Cedar Fair Entertainment Company.
• Westinghouse Electric Corporation in securing antitrust clearance for its $5B acquisition of CBS Corporation.
• Westinghouse Electric Corporation in securing antitrust clearance for sale of its Electronic Systems group to Northrop Grumman Corp., its sale of portions of its Electrical Systems Division to Sundstrand, its sale of its Distribution and Control Business to Eaton Corp., and its purchase of Norden Division of UT.

• Jenny Craig Inc. in securing antitrust clearance for its $600M sale to Nestle S.A. (owner of Lean Cuisine brand). 

• Willis Group Holdings Limited in securing antitrust clearance for its $2.1B acquisition of Hilb Rogal & Hobbs Company.

Key Representations: Advertising/Consumer Class Actions/Investigations

• In re: SmithKline Beecham Consumer Health Care – Represented SmithKline in investigations by more than 20 State Attorneys General into its advertising practices for its OTC smoking cessation products. Obtained favorable settlements.
• SmithKline Beecham Consumer Healthcare v. Watson Pharmaceuticals – Represented SmithKline as lead counsel preliminarily enjoining generic competitor's use of its copyrighted label on competing OTC nicotine gum. Obtained a favorable settlement.
• GlaxoSmithKline Consumer Healthcare v. Pharmacia Corp. – Represented GSK as lead counsel in false advertising litigations involving OTC smoking cessation products. Obtained favorable preliminary injunction rulings.
• Johnson & Johnson * Merck v. SmithKline Beecham – Represented SmithKline as lead counsel defeating a preliminary injunction motion filed by Mylanta alleging that Tums' "calcium rich, aluminum-free" ads were false and misleading. After a five day bench trial, the court dismissed all claims against SmithKline, a result that was affirmed on appeal.
• FTC v. Airborne Health, Inc.; Wilson v. Airborne Health Inc.; In re: Airborne Health Inc. – Represented Airborne, maker of the popular dietary health supplement, in an FTC investigation, a multi-state Attorney General investigation, and a nationwide consumer class action. The investigations and class action plaintiffs alleged, inter alia, false advertising and violations of federal, California and other state consumer protection laws based upon asserted claims that Airborne falsely claimed that it cured or lessened the severity of cold symptoms. Achieved creative settlement of the class action and FTC investigation that involved monetary relief; settlement was also reached with the State Attorneys General.
• Perdue v. Bristol-Myers Squibb; Barnard v. Bristol-Myers Squibb – Represented Bristol-Myers Squibb in state consumer fraud class action litigations brought under Illinois Consumer Fraud Act alleging that its advertising of a nasal decongestant and hand lotion was deceptive. One action dismissed with prejudice; ultimate result was a joint settlement of both cases on terms extremely favorable to the client.
• Sanderson Farms, Inc., et al. v. Tyson Foods, Inc. – Won a major court victory for Tyson, as lead counsel, over several poultry industry competitors by defeating a request for a temporary restraining order regarding its labeling and advertising.
• Advertising Counsel to Gillette – Representing Gillette in various advertising challenges to its razor products by competitors.

Prior to joining Proskauer, Helene was the global co-head of the Antitrust/Competition practice at Weil, Gotshal and Manges. She has been recognized as one of the best in the profession in every publication that ranks antitrust lawyers: Chambers USA; Chambers Global; US Legal 500; Best Lawyers in America; The International Who’s Who of Competition Lawyers and Economists; The Euromoney Expert’s Guide; Global Competition’s Top 100 Women in Antitrust; Guide to the World's Leading Competition and Antitrust Lawyers; and Benchmark Litigation.

Helene is an Adjunct Associate Professor at New York University School of Law, teaching a graduate course in Federal Trade Commission Law, and a frequent speaker and author on antitrust, merger, advertising and marketing issues. She is also a Board member of the National Academy Museum & School of Fine Arts and is active in Barnard Alumnae affairs.

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