Clifford H. Aronson
Clifford H. Aronson focuses his practice on advising clients in antitrust matters relating to mergers and acquisitions. He has been involved in numerous high-profile transactions and strategic alliances across multiple industries, including entertainment, consumer products, health care, manufacturing, pharmaceutical, retail and technology. Mr. Aronson, who is listed in the top tier in Chambers USA: America’s Leading Lawyers for Business, also has been included repeatedly in Chambers Global: The World’s Leading Lawyers for Business, The Best Lawyers in America and The International Who’s Who of Competition Lawyers. Law360 also selected Mr. Aronson as one of its “Competition MVPs” in 2012.
His representations include:
- Express Scripts, Inc. in its $29.1 billion acquisition of Medco Health Solutions, Inc., including leading the litigation defense team in a last-minute private antitrust challenge to the transaction. This acquisition was recognized in the 2012 Financial Times "US Innovative Lawyers" report;
- DigitalGlobe, Inc. in its $900 million merger with GeoEye, Inc.;
- Solo Cup Company in its $1 billion acquisition by Dart Container Corporation;
- Gen-Probe Incorporated in its $3.7 billion acquisition by Hologic, Inc.;
- Cephalon, Inc. in defense of an unsolicited $5.7 billion takeover bid from Valeant Pharmaceuticals International, Inc. and its subsequent agreed upon $6.8 billion acquisition by Teva Pharmaceutical Industries Limited;
- Endo Pharmaceuticals Holdings Inc. in its $2.9 billion acquisition of American Medical Systems Holdings Inc.; the $1.2 billion acquisition of Qualitest Pharmaceuticals; and the $223 million acquisition of HealthTronics, Inc.;
- Novell Inc. in its acquisition by Attachmate Corporation and in the concurrent sale of its intellectual property assets to CPTN Holdings LLC, a consortium of technology companies organized by Microsoft Corporation;
- Wild Oats in its merger with Whole Foods, overcoming a challenge in federal court by the FTC;
- Wm. Wrigley Jr. Company in its $23 billion acquisition by Mars Incorporated;
- UST, Inc. in its $11.7 billion acquisition by Altria Group; and
- News Corporation in the sale of the Dow Jones Index business to CME.
In addition to transactional matters, Mr. Aronson advises clients in other areas of antitrust and competition, including litigation and investigations. He represented Amylin Pharmaceuticals, Inc. in an antitrust lawsuit against Eli Lilly and Company in the U.S. District Court for the Southern District of California alleging antitrust violations and breach of a commercialization agreement for diabetes drugs. He also represented CEMEX S.A. de C.V. in connection with an antitrust price-fixing lawsuit brought by buyers of cement products in the U.S. District Court for the Southern District of Florida, which was in large part dismissed by the court.
Mr. Aronson also represents HarperCollins, a subsidiary of News Corporation, in various antitrust actions involving the pricing of e-books, as well as in private class action litigation brought against various publishers and Apple. He represented Pool Corporation in connection with an FTC investigation and settlement involving alleged predatory conduct in the swimming pool distribution business; and successfully defended a high-tech company in a U.S. Department of Justice investigation into alleged hiring practices in the high-tech industry.
Additionally, Mr. Aronson represents clients before federal and state antitrust agencies and grand juries. For example, he represented Christie’s Inc. in connection with the U.S. Department of Justice’s auction house investigation as well as in connection with certain private class actions. He also advised Chicago Bridge & Iron in an appeal from a decision and order of the Federal Trade Commission requiring the divestiture of certain assets.
Mr. Aronson has been an instructor at the Wharton School at the University of Pennsylvania and is a regular speaker on mergers and acquisitions at Wharton’s Executive Education Program. He also was vice chair of the Mergers and Acquisitions Committee of the Antitrust Section of the American Bar Association.
J.D., Georgetown University Law Center, 1980
B.S., Wharton School, University of Pennsylvania, 1977 (cum laude)