Experience and Background
Paul T. Denis, co-chair of the antitrust/competition group, combines unique insights from his government tenure at the Department of Justice with a rich private sector experience. Mr. Denis advises on the antitrust implications of business practices, structures transactions to obviate competition law issues, quietly resolves the most sensitive and complex government investigations, and forcefully litigates to achieve the results needed by his clients. He is an effective advocate in antitrust review processes that may involve parallel proceedings with multiple national and state antitrust/competition authorities, as well as specialized regulatory bodies.

For more than 25 years, Mr. Denis has focused his practice on the antitrust aspects of business combinations and other government investigations. While serving in the Antitrust Division of the United States Department of Justice, he was the principal draftsman of the United States Department of Justice and Federal Trade Commission Horizontal Merger Guidelines, which was recently lauded as "one of the most cited documents of modern antitrust," and remains the analytical framework for federal merger enforcement.

Mr. Denis has been recognized by clients, peers, and adversaries as a go-to attorney for the most challenging antitrust issues. Chambers USA has recognized Mr. Denis as one of the leading antitrust lawyers in Washington, D.C., and noted in its 2009 edition that he "never gets ruffled, and is aggressive in an effective way on behalf of his clients." He is also recognized in Benchmark Litigation, Who's Who Legal, The Best Lawyers in America, PLC Cross Border Competition and Leniency Handbook, and The International Who's Who of Competition Lawyers and Economists.

Mergers, Acquisitions, Joint Ventures, and Other Business Combinations
Effective persuasion and creative solutions that preserve the economics of his client's transactions are the hallmark of Mr. Denis's work in scores of complex mergers, acquisitions, joint ventures, and other business combinations. Frequently, clients call on Mr. Denis in partially regulated industries where application of the antitrust laws is particularly complex.

Some of Mr. Denis's more significant accomplishments as lead counsel include:

-- Defending Whole Foods Markets, Inc. against the Federal Trade Commission (FTC)'s efforts to enjoin the company's $565 million acquisition of Wild Oats Markets, Inc. Mr. Denis led the Dechert team that was retained more than a week after the complaint was filed and only six weeks before the scheduled hearing date. His closing argument was instrumental in focusing the court on the market realities of competition from other supermarkets facing the merging firms and was cited at several critical points in the court's detailed opinion denying the FTC's motion for a preliminary injunction. When the FTC later sought to unwind the deal, Mr. Denis orchestrated a novel settlement agreement on terms that were highly favorable to his client.

-- Structuring the auction process for Pfizer Inc. in its $16.5 billion sale of its Consumer Health Division to Johnson & Johnson and managing the FTC review process to a successful resolution in 5.5 months, including the divestiture of four products to two up-front buyers, Chattem Inc. and Boehringer Ingelheim.

-- Guiding Worldspan through a simultaneous DOJ and EC review of the $1.4 billion sale of the company to Travelport. The U.S. investigation included a detailed second request, and the EC investigation went to a second phase as well. Worldspan and Travelport's Galileo subsidiary were two of only four firms offering global distribution system services in the U.S. and Europe.

-- Securing timely Federal Trade Commission and European Commission approval of Church & Dwight Co., Inc. as the purchaser of the SpinBrush business from Procter & Gamble; both agencies required the divestiture of the SpinBrush business to an up-front buyer approved by the agencies prior to clearing P&G's $57 billion acquisition of Gillette.

-- Formulating the transaction structure to speed the regulatory process and maximize probability of success for Suiza Foods Corporation's $2.5 billion acquisition of Dean Foods Company, creating one of the nation's leading food and beverage companies with over $10 billion in annual revenue; representing the company (now called Dean Foods) in settling, without a consent decree, on a fix-it-first basis, concerns raised by DOJ and 19 state attorneys general. At the time of the transaction, Suiza and Dean were the two largest fluid milk processors in the country. DOJ officials have recognized this transaction as one of the DOJ's most significant investigations and a model of integrated legal and economic analysis.

-- Developing the transaction structure to minimize seller's antitrust risk and ultimately convincing the FTC to close the investigation of the $1.45 billion acquisition of Horseshoe Gaming Holding Corporation by Harrah's Entertainment, Inc. (the merging firms operated the two largest of four casinos in northwest Indiana). The nine-month investigation was one of the FTC's first paperless second request productions.

-- Implementing a competitive rules joint venture structure to enable CSX Corporation and Norfolk Southern to acquire jointly the stock of Conrail and to conduct competitive operations over "shared asset areas;" securing favorable review of the competitive implications of the $10.2 billion transaction by both the DOJ and the Surface Transportation Board.

Additional notable clients that Mr. Denis has represented in complex business combinations include Kellogg Company, Gate Gourmet, Israel Chemical Ltd, Hotwire.com, Mississippi Chemical Company, Pierce Leahy, and Continental Grain (now ContiGroup).

Mr. Denis possesses a deep understanding of the intricacies of the Hart-Scott-Rodino Act and its implementing regulations. He uses this knowledge to structure transactions and also to represent clients in Hart-Scott-Rodino enforcement investigations.

Other Governmental Investigations
Mr. Denis brings the same skill to bear on civil and criminal antitrust investigations outside of the area of business combinations. He has quietly and effectively resolved investigations touching on alleged price fixing, resale price maintenance, unfair advertising practices, exclusionary distribution practices, and exclusive dealing.

Professional Activities
Mr. Denis is active in the International Bar Association and American Bar Association, Section on Antitrust. For the Antitrust Section, he has served as chair of the International Antitrust Committee, Editorial Vice Chair of the Annual Review of Antitrust Law Developments, and a member of the editorial board of the Premerger Notification Practice Manual.

Bar and Court Admissions
- Member, District of Columbia and New York Bars
- Admitted to practice before the U.S. District Courts for the District of Columbia and the Southern District of New York and the U.S. Courts of Appeals for the District of Columbia and Ninth Circuits

Education
Villanova University, B.A., summa cum laude, 1980
University of Michigan, M.A. in Economics, 1983
University of Michigan, J.D., cum laude, 1984

Publications and Lectures

• Lecture: "The Whole Foods-Wild Oats Merger: Lessons from the Courtroom and the Consent Order," Washington Legal Foundation Web Seminar Series (September 25, 2009)
• Lecture: "The FTC v Whole Foods Antitrust Challenge: A Head-to-Head Debate Regarding the Legal and Economic Issues," International Bar Association and American Bar Association Program on Antitrust in the Global Economy (June 25, 2009)
• Lecture: "Top 10 Developments Around the World Over the Last Year," American Bar Association, Section of International Law Brown Bag Program (June 10, 2009)
• Publication: "Likelihood of Success is Still Part of the Law, Even for the FTC Under Section 13(b)," Global Competition Policy (April 2009, Release Two) (with Craig G. Falls)
• Publication: "China's Anti-Monopoly Law, a New Era," Bloomberg Law Report (January 2009) (with Liang Tsui and Michael Hickman)
• Lecture: "Clearing Antitrust Hurdles in Down Times," 6th Annual General Counsel West Coast Summit, San Francisco (November 7, 2008)
• Lecture: "New Antitrust & Competition Policy Guidelines," Knowledge Congress Webinar (October 30, 2008)
• Lecture: "Assessing Recent FTC Merger Litigation: One Win, One Loss, and One Tie," The Federalist Society, Washington, D.C. (June 5, 2008)
• Lecture: "The Use of Economic Evidence in Litigation," Bates White Fifth Annual Antitrust Conference, Washington, D.C. (June 2, 2008)
• Publication: "New Tech, Old Doctrines: When Google bought DoubleClick, the FTC reached back to ideas long out of favor," Legal Times, Vol. XXXI, No. 14 (April 2008) - see link below for full article
• Publication: "Market Realities: The Importance of the Whole Foods / Wild Oats Merger Case," Competition Law Insight (October 23, 2007)
• Lecture: "FTC v. Whole Foods Market and Wild Oats Markets," Association of the Bar of the City of New York, Antitrust and Trade Regulation Committee (October 10, 2007)
• Lecture: "Opportunities and Challenges in Sector-Focused Private Equity Investment," Dechert's Private Equity and Antitrust Practices (May 10, 2007) (with Jeffrey W. Brennan, Robert M. Friedman, Craig L. Godshall, G. Daniel O'Donnell, and Carmen J. Romano)
• Lecture: "Merger Clearance 2006: Getting the Deal Through," Law360 teleseminar (November 7, 2006) (with Geraldine Alexis, Esq. and Rufus Oliver, Esq.)
• Publication: "The Give and Take of the Commentary on the Horizontal Merger Guidelines," Antitrust, Vol. 20, No. 51 (Summer 2006)
• Lecture: Panelist, "The Merger Guidelines Revealed: Commentary on the Commentary," American Bar Association Section on Antitrust Law's Brown Bag Program (May 18, 2006)
• Publication: "Going Horizontal," TheDeal.com (April 24, 2006)
• Publication: "Mergers and Acquisitions: New Developments and Practical Solutions," Association of Corporate Counsel, Delaware Valley Chapter (April 11, 2006)
• Publication: "A Rule of Reason," TheDeal.com (March 2006)
• Publication: "Antitrust M&A Developments: Lessons and Opportunities," Association of Corporate Counsel, Greater New York Chapter (November 11, 2005)
• Publication: "Stepping Down: An Appraisal of R. Hewitt Pate," Competition Law Insight (June 2005)
• Publication: "Peaking Under the Big Tent of Joint Venture Law: Lessons from Recent Cases and Government Guidelines on the Line Between Lawful and Unlawful Joint Venture Conduct," American Bar Association, Section of Business Law (April 2005)
• Publication: "Show Me a Winning Story: Three Failed Merger Challenges in 2004 Reveal Lessons for Litigators," Legal Times, Vol. XXVIII, No. 12 (March 2005)
• Publication: "Antitrust M&A Developments -- 2004 Year in Review," Dechert LLP (March 2005) (with Michael D. Farber)
• Lecture: "2004--Year in Review," ABA Antitrust Update for In-House Counsel teleconference (January 2005) (with Michael D. Farber, Paul H. Friedman, and George G. Gordon)
• Lecture: "The Oracle/PeopleSoft Decision: The Implications for Merger Analysis in High-Tech Industries" (November 4, 2004)
• Publication: Horizontal Merger Guidelines Revision: A Draftsman's Perspective
• Publication: New Tech, Old Doctrines: When Google bought DoubleClick, the FTC reached back to ideas long out of favor