Mike Cowie

mike-cowie

Mike Cowie

Partner

Washington, D.C. | 1900 K Street, NW, Washington, DC, United States of America 20006-1110
+1 202 261 3339 | +1 202 261 3333

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Mike Cowie has handled high-profile, strategic projects for some of the world’s largest and most successful companies. His advice builds upon insights gained while directing antitrust investigations for the government.

Mr. Cowie served in the Federal Trade Commission’s Bureau of Competition as Assistant Director, where he managed a 25-attorney team responsible for antitrust merger investigations. Mr. Cowie earlier served as the FTC’s Senior Litigation Counsel responsible for leading the Commission’s antitrust litigation. The FTC awarded Mr. Cowie several honors, including the FTC’s Meritorious Service and Superior Service awards, and selected him to represent the FTC in its Merger Investigation Best Practices Initiative. 

The National Law Journal in 2018 honored Mr. Cowie as a Trailblazer. He has led the work obtaining government approval for transactions that have been recognized as Global M&A Deal of the Year by the American Lawyer, Deal of the Year by The Deal, Merger Control Matter of the Year by Global Competition Review, and Innovative Project of the Year by the Financial Times.

 

Experience
  • Led the antitrust team for CVS Health in its $70 billion acquisition of Aetna, the largest healthcare services deal ever.  The companies obtained approval from DOJ and the state enforcers despite loud opposition seeking to block the deal based on vertical foreclosure concerns. A U.S. district court conducted a highly-publicized evidentiary hearing into the merger that DOJ described as “unprecedented” and adopted the antitrust team’s showing that “CVS must compete vigorously” in an intensely-competitive marketplace.
  • Led the antitrust team for Medco in its merger with Express Scripts, a US$34 billion deal that closed unconditionally following “an intensive 8 month investigation” by the FTC and over 30 State AGs, two Congressional hearings, opposition by over 80 members of Congress, and an unsuccessful last-minute lawsuit by competitors.  
  • Acted for GE in a DOJ 2nd request investigation and 3 week trial in federal court over the US$3.3 billion sale of its appliance business to Electrolux. Before the trial ruling, GE terminated the deal, received a US$175 million break fee, and announced the sale of the business to another buyer for US$5.4 billion. 
  • Led the antitrust team for DTE Energy in obtaining FTC approval for an acquisition of a competing natural gas pipeline business. Follow a 2nd request investigation, Mr. Cowie negotiated a merger remedy with the FTC that did not include the typical divestiture of assets and instead was limited to less costly modifications to the merger agreement. 
  • Led the antitrust team helping CVS Health become the largest U.S. pharmacy through its US$1.8 billion acquisition of Target’s pharmacy business. This stands out as one of the few major retail sector deals in which the FTC conducted a 2nd request investigation and approved with zero divestitures.
  • Guided Whirlpool in obtaining unconditional clearance to acquire Maytag following an investigation DOJ has described as “thorough,” “much discussed,” and “closely watched.”
  • Acted for OfficeMax in its merger with Office Depot, a combination that received unconditional clearance following an FTC 2nd request investigation focusing on a “3-to-2” theory. 
  • Acted for Ritchie Brothers in its acquisition of Iron Planet, a combination that received unconditional clearance following a DOJ 2nd request investigation focusing on leadership in used industrial equipment auctions.
  • Led the antitrust team for Buckeye in its US$1.5 billion merger with Georgia-Pacific. The merger received unconditional clearance despite a 2nd request investigation and media attention on the merger agreement’s “target on the back” divestiture commitments. 
  • Led the work for Beam in a merger combining leading bourbon brands – Jim Beam, Maker’s Mark, and Knob Creek. The agencies have highlighted this merger to “illustrate” how to dispel allegations of “unilateral market power.”
  • Helped Cargill complete its acquisition of Continental Grain despite an extensive DOJ and State AG investigation and vocal opposition from Congress and farming groups. The agencies have viewed this as a “prominent” merger precedent on how to assess monopsony. 
  • Led the FTC’s Evanston Northwest/Highland Park merger investigation, ending the agencies’ streak of 7 hospital merger losses.
  • Led the FTC’s successful “superpremium ice cream” challenge – highlighted by the agencies to show when they will adopt narrow markets. 
  • Led the FTC’s successful challenge to the Quest-Unilab merger – highlighted by the agencies to show when they will find price discrimination markets.
  • Led the FTC’s successful challenge to the Vlasic/Claussen pickle merger, a key precedent on how to analyze branded consumer products.Led the FTC’s successful MSC Software litigation, a test case demonstrating the agencies’ willingness to litigate and unwind a non-reportable merger. 
  • Led the FTC’s Kroger/Raley’s supermarket merger investigation that the FTC approved, despite prior enforcement in the same region, with a closing statement highlighting recent entry and expansion.
Education
  • Hobart and William Smith Colleges, B.A., Economics, 1986, magna cum laude, Phi Beta Kappa, Honors in Economics, Omicron Delta Epsilon Economics Honorary Society
  • Georgetown University Law Center, J.D., 1989, cum laude, Editor of The Georgetown Law Journal
Admissions
  • District of Columbia
Memberships
  • ABA Antitrust Section, Long Range Planning Committee (2016), Foreign Investment and Antitrust Interface Task Force (2013-2015)
  • Vice Chair, Antitrust Programs (2011-2013)
  • Vice-Chair, Mergers & Acquisition Committee (2008-2010)
  • Editorial Board, Competition Law 360 (2011-2013)
  • Editor, Antitrust Law Journal, Antitrust Magazine, and The Antitrust Source (1997-2005)
  • Chair, Antitrust Committee, ABA’s Administrative Law Section (2004-2005)
Speaking Engagements
  • Managed Care Disputes and Litigation — ACI, Chicago, IL (May 17, 2019)

    Speaker, "Spotlight on Antitrust: Disputes and Investigations Involving Contracting Practices Between Providers and Payors in Managed Care."
  • 2019 Annual Antitrust Spring Seminar — Dechert LLP, Philadelphia, PA (March 26, 2019)

    Speaker, "Global Merger Clearance: How to Manage a Multinational Deal" and "Pharma Pricing Pitfalls."
  • Global Competition Review Live: Pharmaceuticals  — Washington, D.C. (February 28, 2019)
  • It Takes Two to Modernize Antitrust, Delrahim Says, but Will Anything Really Change?  — American Bar Association, Teleconference (November 20, 2018)
  • Recent Antitrust Developments in the Health Care and Pharmaceuticals Markets: May and June 2014 — ABA Section of Antitrust Law Health Care & Pharmaceuticals Committee, Washington, D.C. (July 21, 2014)
  • Health Care Information: Antitrust Risks in a Technology Environment — American Health Lawyers Association Conference, Arlington, VA (May 14, 2014)

    Speaker, "Health Care Information: Antitrust Risks in a Technology Environment" panel discussed the following topics: Transparency: consumer benefit or collusion?; Publication and exchange of pricing data; Antitrust pitfalls of expanding role of Health Information Technology; and Report on FTC Workshop on Health Care competition.
  • Hot Documents in Merger Investigations — Presented by the Mergers & Acquisitions Committee of the ABA Section of Antitrust Law, Washington, D.C. (May 29, 2013)
  • Deal Dynamics Under Antitrust Fire: Contrasting AT&T/T-Mobile and Express Scripts/Medco — NJCCA'S Annual Conference, Whippany, NJ (September 21, 2012)

    Speaker, "Deal Dynamics Under Antitrust Fire: Contrasting AT&T/T-Mobile and Express Scripts/Medco" program discussed best practices for managing regulatory review of transactions, for allocating antitrust or regulatory risk among parties to the transaction, for dealing with concurrent federal and state investigations, and for coordinating media and political strategies with the underlying legal strategies.
  • Consumer Harm from Proposed Antitrust Exemptions — Connecticut General Assembly, (March 4, 2011)
  • Government Antitrust Enforcement: What Industries and Conduct Is of Greatest Concern to the Agencies? — LSI Antitrust Enforcement in Global Markets Conference, Seattle, WA (June 17, 2010)
  • Transparency in Healthcare and Pharmaceutical Pricing — Testimony before the U.S. House of Representatives Energy & Commerce Committee, (May 6, 2010)
  • When You Thought The Review Was Done (Or Wouldn't Begin): Investigations of Consummated and Non-Reportable Mergers — ABA Section of Antitrust Spring Meeting, (April 24, 2010)
  • Hospital Mergers and Joint Ventures: More Transactions and More Antitrust Enforcement — AHLA, Washington, D.C. (December 2, 2009)
  • The FTC v. Whole Foods Antitrust Challenge — IBA's Antitrust in a Global Economy Conference, New York, NY (June 25, 2009)
  • Patent Misuse and Abuse in the US and Europe: The Case of Pharmaceuticals — ABA Section of Antitrust Law's Health Care and Pharmaceuticals Committee, Washington, D.C. (November 20, 2008)
  • Patent Settlements and Antitrust: Ciproflaxin and Other Developments — PLI, Washington, D.C. (November 10, 2008)
  • The Economics of FTC v. Whole Foods — ABA Antitrust Section, (October 7, 2008)
  • Innovation and the Regulation of Dominant Firms — Georgetown Law Global Antitrust Enforcement Symposium, Washington, D.C. (September 23, 2008)
  • Assessing Market Power in Health Care Markets: Developments in Private Litigation and Government Enforcement — AHLA Annual Meeting, San Francisco, CA (June 30, 2008)
  • Antitrust and Standard Setting: Recent Developments — Licensing Executive Society International Conference, Chicago, IL (May 6, 2008)
  • Recent Pharmaceutical Antitrust Developments: Government Enforcement and Private Litigation — PLI, Washington, D.C. (April 24, 2008)